Transform and Transcend
by Rassilon001
Summary: Optimus Prime and his crew have returned to Cybertron as heroes, but all is not well in the universe, not yet. Factions are moving, and an evil far older and more terrible than the Decepticons has arisen that threatens all of creation.
1. The Beginning of the End

**Disclaimer:  
**I don't own Transformers Animated. Otherwise there would've been at least two more seasons. At least.

**Summary:  
**Optimus Prime and his crew have returned to Cybertron as heroes, but all is not well in the universe, not yet. Factions are moving, and an evil far older and more terrible than the Decepticons has arisen that threatens all of creation. Takes place roughly five or six months after 'Endgame.' Rated PG-13 for transformer violence and cursing.

* * *

**Deep Space**

It had existed for millennia. And as long as it had existed, it had known hunger. A terrible, all consuming hunger that drove it to feed and consume into all was dark and lifeless. For centuries untold, it had wandered the depths of space on the very edge of the universe, destroying and devouring. More than the hunger of body, the hunger of its mind was insatiable. Its desire to know. To understand. If it had once known, it had long since forgotten.

But now.

Now it was coming. It had heard the call. It smelled food, a delicious morsel ready to feed its terrible hunger. And so it was coming. And nothing would stand in its way.

**

* * *

****Decepticon Outpost, Charr**

In the depths of space, on the fringes of Autobot territory, Oil Slick sat bored on the tiny planet of Charr. Though the Autobots had managed to reclaim most of the available Space Bridges and their surrounding territories following Megatron's capture and defeat, Charr was too remote to properly mount an offensive, especially given the growing number of Decepticons who had flocked there. Thus, for now, an unspoken ceasefire had sprung up that kept the two sides eyeing one another across the vastness of space. Servos on their weapons, ready to erupt into war again the moment either side was provoked.

And so the Decepticons had been setting up a defensive perimeter of sorts. Their base was formerly the Autobot outpost beneath the Space Bridge. The Bridge was inactive now, and even if it was functional, it was largely useless to them, since it required a receiving gate to be active on the other side. But the rest of the Autobots tech was still of good use.

Oil Slick had drawn the short straw for monitor duty while the rest of his team were out for this particular solar cycle.

_Bleep._

Frowning, Oil Slick shifted in his seat, leaning over the screen. Another asteroid? They were common enough in this region of space. Or maybe it was another lost Decepticon. They'd picked up two of them recently. Two very confused clones who'd been utterly lost on the fringes of Decepticon territory.

_Bleep._

His frown deepened behind the sickly green fluids of his helmet. "No way there's an asteroid that big," he thought. "Stupid thing must be broken," he muttered, smacking a fist down angrily against the console. Being on the fringes of Autobot territory meant having to scavenge for parts for their equipment. Which meant inferior gear. Hell, it was a wonder they could detect anything at all. Oil Slick angrily ripped off the side of the console and peered inside, but to his surprise, five minutes later, he found the console was perfectly in working order. Everything was functioning perfectly. So that meant...

_Bleep._

He pressed a servo to the side of his head, activating his comm. Link. "Oil Slick to Commander Strika. We have a situation here."

If the readings were right... something big was headed their way. Really, really, reaaaallly big.

* * *

**Autobot Headquarters, Cybertron**

Chrome doors slid open with whoosh, and their came the clang of metal on metal as Optimus Prime stepped out of the corridor and into the personal office of his immediate superior, Ultra Magnus. Freshly recovered from the Decepticon attack which had nearly cost him his spark, the elder Autobot looked weary but functional, and motioned the younger bot to join him.

"Optimus Prime," he stated. "It is good to have you back on Cybertron. But before we proceed, I believe you have something that belongs to me."

Nodding, the younger Autobot immediately knew he referred to his Hammer. Reaching behind him, he drew it out, unfolding it from its compressed form, and despite its heavy size, handed it with the utmost dignity to its proper owner.

Ultra Magnus took it back into his hands, checking the heft of it. "I understand you wielded it well while I was in stasis."

"I got lucky," replied Optimus.

"Luck is a part of one's programming," replied Ultra Magnus, setting the Hammer comfortably by his side, the handle tapping against the ground. "And it could not have been just luck that brought the end of Megatron's reign of terror. We have you to thank for that."

Optimus Prime felt his faceplate start to overheat. "It was a team effort sir," he replied modestly. "I could not have done it without the aid of my crew."

"A crew you led. A crew I hope you will continue to lead. I have spoken with the High Council," Ultra Magnus went on. "They feel, as I do, that the Elite Guard could use some fresh oil in its ranks. Thus, you and your crew are to be promoted. We need young bots like you and yours."

Optimus immediately came to attention and saluted. "Thank you sir. That means a lot."

Magnus' face then relaxed, and he allowed a small smile to stretch across his faceplate. "I said once that being a hero wasn't in your programming. It seems I was mistaken."

He offered a servo to Optimus, who gladly clasped it and shook.

"We have a lot of work to do yet," Ultra Magnus said. "But I am glad to know that you will be helping me to do it."

* * *

**The Stockade, Cybertron**

During the Great War, Decepticons had by large refused to tolerate the concept of surrender, and many had gleefully off-lined themselves to keep out of Autobot servos. However, those that could be captured (and restrained) were placed in the Stockade. In the years following the end of the war, however, it was used to store highly dangerous Autobot criminals, Decepticon sympathizers and the like. It became well known as a place feared by young bots. Rumor was it was inescapable. A rumor its current warden was doing his best to keep circulating, despite the fact that it was a blatant lie.

Sentinel Prime crossed his arms as he stood on the high balcony, observing the prisoners below in the courtyard. A large, open space (with a thick roof), it was heavily guarded by the walkways on all four sides, manned by automated sentries. Thus, Sentinel felt safe enough permitting the prisoners he had captured (at least, that was how he told the story) to mingle with others who lived in the Stockade. There was little fear of a breakout or a riot. Every prisoner had a modified stasis cuff bracelet that nullified much of their powers and strength. Firmly convinced none of them were going anywhere, Sentinel Prime took only a moment of posturing before he turned and transformed into vehicle mode, speeding off back to his office for some downtime.

Leaving his prisoners largely unsupervised.

Blitzwing glanced up discreetly at the walkway to make sure Sentinel was gone, but remained still for the moment. He sat on the ground in a semi-circle with two Starscream clones (a compulsive liar and an bootlicker) and Shockwave, ostensibly playing a friendly game of cards. Their vocalizers pitched low, they carried on a quiet conversation.

"Iz everyzing in place?" his icy personality asked, his one good eye still keeping watch in case Sentinel or one of his underlings happened to show up.

The paler clone shook his head. "Of course not. We're not ready to break out of here at all."

His counterpart nodded. "It was an incredibly daring plan you proposed, oh mighty Blitzwing. Stupendous in its brilliance."

"And our outside contacts are ready to make their move," added Shockwave, tossing down two cards into the pile on the ground in front of them. "They await our signal."

"Hey! Decepticons! Get back to your cells, playtime is over!"

The rumbling voice of Warpath, the Warden Minor, broke up their little gathering, as Blitzwing scooped up the cards into one of the compartments at his side and he and his cohorts made their way with only a minimal of fuss (absolutely no fuss would have brought suspicion) out of the central courtyard and into the depths of the Stockade.

Faces blurred. "You Autobot scum!" hothead spat angrily. "I vill crush you into scrap metal! Just you vait until I am out of zese cuffs, zen ve vill-...!" A servo clamped down on his shoulder, as Shockwave made an showing of restraining his comrade. Faces blurred. "... well, let us just say it vill not be pleasant for you," remarked icy, as he permitted himself to be lead away.

As high ranked lieutenants in the Decepticon ranks, he and Shockwave were shuffled down to Level One, near the very bottom of the facility. The Starscream clones were pushed off the elevator at Level Two, along with Autobot troublemakers and two-bit Decepticons were held. Prisoners that had, in theory, at least some hopes of rehabilitation. Parole reviews within the next millennium or so. Level Three was short-timers. Curfew violators and speeding, mostly.

Only one bot was contained on Level Zero, however. And only the warden had access to see _that _prisoner.

* * *

**Sumdac Tower, Earth**

"... and Ratchet is never available, but he's always off with his girlfriend, Arcee... they say they're catching up on old times, but I've checked up on them. All they ever do is go off and make optics at each other."

"They have been through a lot," remarked Professor Isaac Sumdac. Her father. "But I am glad to know you are enjoying your new home."

Sari rubbed the back of her head self-consciously in the vidscreen. "Yeah, about that... I mean, don't get me wrong, Cybertron is way cool but... I feel totally lost here. No one apart from 'Bee and Bulkhead hang out with me, and most of the Autobots don't want anything to do with me. Everyone is still getting used to techno-organics."

Getting used to, of course, was the polite way of telling her dad, when she didn't want to worry him. The truth of the matter was that Sari was still largely viewed by Cybertronians as an infestation on par with a space barnacle. It only got worse if she explained she wasn't fully human, but techno-organic. Then she was thought of as an abomination. She had a much clearer understanding now of just how badly Black Arachnia had had it when she'd become one. No wonder she went Decepticon.

But she couldn't tell her dad this. All she said was: "I just kinda miss Earth."

He smiled faintly. "You know you are welcome to come back anytime you want. Although it will take some time to calibrate the Space Bridge. I am still learning the finer points of its mechanics."

"And you keep getting sidetracked by your other projects," she jibbed good-naturedly.

"But there is so much we can learn from the Autobots knowledge. And that data that was generously lent to me for study..."

She waved her hand. "I know, I know dad, just... promise me you'll take some time to eat and sleep, alright? I can't always look out for you anymore."

They shared a laugh over that.

An hour later, Sari disconnected their transmission so she could rest (she was never fully certain if it could be called sleep or stasis anymore) and despite the late hour, Professor Sumdac returned to his laboratory. He was close to something spectacular, he just knew it.

The doors slid open, and he beheld his latest experiment.

* * *

**Detroit Waste Disposal Center, Earth**

"So this is what I have been reduced to," muttered an angry voice. "Skulking out on an organic planet without a leader, without troops, without a purpose."

The voice's owner, a femme bot with a purple and blue color scheme and a distinct visage (if tempered by feminine features) was the Female Starscream. She sat on a pile of garbage on the rim of the Detroit Scrap Yards. It was a miserable day. And not just because she was all on her own on a spark-forsaken backwards, insect-infested planet (although that was definitely a contributing factor). It also happened to be raining. And she was sure she was going to rust and keel over. And she was running low on power. Earthbound oil could only fuel her up so much, after all. Plus it was getting harder and harder to raid warehouses with the Detroit Police everywhere.

Lightning split the air, illuminating the junkyard, but she scarcely stirred. She couldn't bring herself to care. There was no Autobots to fight, no Decepticons to fight. Not even that worthless bastard of a "father" of hers, Starscream. She was practically the only Cybertronian left on this wretched, insufferable...

Again, lightning lit up the junkyard, but curiously, it seemed to flash in almost the exact same spot. She wasn't an expert on weather by any stretch of the imagination, but she knew enough about it to know lightning never struck twice.

Flash. Especially not three times. Her curiosity peaked, the Femme slipped to her stabilizing servos and powered up her thrusters, levitating a few feet off of the ground as she sped towards the source of the bolts, which seemed to be zapping down in concentrated arcs towards another section of the junkyard. When she arrived, she found the junk had been systematically cleared aside and pushed up into large piles which served the dual purpose of clearing the center and concealing it from outright open view. A section of rods had been crudely strapped together, and the lightning was all attunning to the metal, zapping down it to hit its target below, which was...

She didn't believe it. No way.

"Starscream?!"

Another bolt of lightning split the air, zapping into the black and gray mechs body as she watched in a mixture of awe and horror. And, the white flash of light illuminated another bot in the area. A strange dark blue mech with a crimson visor and a thick, heavyset form. He raised up his servos towards the heavens above.

"_All is in preparation_!" he commanded, his voice loud, yet monotone, amplified by the speakers in his shoulders. "_Operation: Resurrection_!"

A massive bolt of lightning split the air, and the thunder was so loud it rattled the Female Starscream's chassis as her optics overloaded and she had to temporarily shut them off. When she dared open them again, she saw a clawed hand reaching up and tearing the metal rods from its owners chest. A maroon and gray mech began to sit up, as gray optics flashed a bright crimson.

"_It is on-line! On-line_!"

"I LIVE!" cried a triumphant Starscream. The original Starscreama.

* * *

**Dinobot Island, Earth**

"Ahh, it feels so good to be home," remarked Black Arachnia as she stepped off of her makeshift mount and slipped gracefully to the sandy ground. "Don't you think so?"

A terrible buzzing accompanied the shift of wasp to Waspinator, who sneered (or would have, if he had facial joints designed to show such). "_Wazzpinator not come here for scenery. Wazzpinator come here to crush Autobots! Where Autobots_?!"

"Calm down, you psychotic hornet," she spat, red-eyes narrowing in disgust. "We need recruits for our little war against the Autobots, and I need a little peace and quiet. It wasn't easy getting back here after being Transwarped all the way to Africa you know! Now lets find the Dinobots and see if any of the lab is still intact."

"_Wazzpinator find Dinobots. Wazzpinator good_," replied her larger compatriot, shifting form again and taking off into the air with a buzz. Idly Black Arachnia slapped a servo against her faceplate. Why is it she had to put up with processor-damaged credits who had to spout their names every time they opened their vocalizers?

Making her way through the jungle, Black Arachnia quickly lost any hope of finding anything resembling the lab. The caves where it had been held were all but melted into slag, the crater easily big enough to comfortably hold the Autobot ship with space to spare. No, there was nothing left. Just hunks of scrap metal. All of her research, all of Prometheus Black's equipment. Gone.

Snarling, she kicked at one of the hunks of metal, then immediately regretted it, wincing and clutching at her foot, doing a little hop-skip-dance as she tried to simultaneously keep her balance and comfort her aching leg. Alas, she soon fell flat on her skidplate, cursing up a storm.

For a moment, blind panic and despair settled over her, and she felt her optics, all four of them, start to mist over. She was leaking lubricant again. Tears. But she stubbornly blinked them away. "I'll start over. I still have Wasp. The secrets here... I know its here. I just need to find it," she snarled, slamming her fist down on another pile of rubble. As she did, she spotted something glinting bronze in the moonlight. Curious, she slid to her feet, her leg already feeling much better, and realized it was the Decepticon helmet. The one she'd liberated from that crashed warship, so many stellar cycles ago. Idly, she stretched out a hand, tracing it along the cool metal. The helmet, the mask, that hid her hideousness from the world.

"_Wazzpinator found Dinobots! Wazzpinator found Dinobots_!"

A green blur zipped past Black Arachnia to crash down nearby, skidding along the ground. The stomping and crashing sounds behind her told Black Arachnia all she needed to know. Her paranoid little watchdogs must've attacked Wasp, thinking him an enemy. Good help was so hard to find these days.

Lifting up the helmet, she slid it over her face before turning back around to face her rampaging Dinobots, which had come to a halt when they caught sight of her.

"Now now boys, no need for violence..."

* * *

**Historical Archives, Cybertron**

Arcee reached up and lightly tugged the cord out of the side of her head, frowning lightly as she did so. "I've missed out on so much," she remarked quietly.

By her side, Ratchet shook his head. "Not really. The Great War ended, but nothing really changed. Things just got quieter for a while. Nobody really solved anything. We just paved over the problem and tried to pretend it wasn't there."

A veteran of the great war, Ratchet's bitterness had ebbed out since the last time he'd made such a speech, though only his closest of friends would have noticed the difference.

Arcee did, but she was still concerned as she slid to her feet, turning to face him. "But you changed. You're so worn," she remarked, stretching up a servo to caress his faceplate. "You should be long overdue for an upgrade..."

He frowned, lightly pulling her servo away. "I don't upgrade anymore."

"Why?"

"Because I saw what upgrades do to punks like Lockdown, and even Prowl and Sari for a while," he muttered darkly. "You don't /need/ to get yourself upgraded every time some fancy new feature comes out, for Sparks sake! If more bots put some faith in solid programming... oh I don't know..."

She lay a servo gently on his shoulder. "I understand. But I already lost you once, Ratchet. I don't want to do that again."

This time he allowed himself a small smile, and took her servo in his. "I'm not going anywhere. I'm too stubborn to go off-line."

A moment shared between two war veterans. Then, just as quickly as it had begun, it came to an end. Ratchet slipped past his pink companion to grab one of the disks off of the table, blowing some dust off before returning it to the shelves. "Now come on, I think we're done in this section, and there's another you should probably get caught up on over here, when we expanded into the Vok territories... that was certainly an interesting time... I was on Cybertron at the time trying to patch up..."

She followed quietly, drinking in the knowledge and experiences like fine oil...

* * *

**Just Outside The Stockade, Cybertron**

Tick. Tick. Tick.

"Hmmm, and that should be, just about..." came a cold voice.

Boom.

"Now," stated a suave voice, as its owner smirked.

* * *

**Authors Notes**

I got nothin'. And I'll warn you all now, this story isn't complete, so expect bumps in the road to come. But I'll do my best.


	2. Revenge of the Decepticons

**Deep Space near Charr**

The call had gone out. It was faint, it was far, but it was unmistakable. And so it answered the call. It moved sluggishly to turn and face it. And it began to move. Anything in its path it devoured. Anything in its way it destroyed. To feed the hunger. Because now that the call had gone out... it remembered. It remembered who it was.

"I... AM... COMING."

* * *

**Decepticon Outpost, Charr**

"We're all going to die!"

A servo lashed out, and the Cowardly Starscream was knocked flat on his skid plate.

"Mute it!" growled Strika, whom had just slapped him down. "We will not die. We are going to assess the situation and prepare appropriate countermeasures. Oil Slick, report."

The sleazy cyber-ninja turned to her. "Whatever it is, its getting closer by the minute. And I still can't get a good reading on its size, its off the charts. Its bigger than Cybertron's moons."

"And you are certain that scanner is functioning correctly?"

"Three complete diagnostics," repeated Oil Slick, checking his belt, making sure he had adequate weapons placed there. He had a feeling he was going to need them. "The machinery is functioning. But it doesn't matter much anymore," he added as he switched the monitor off.

"Why is that?" demanded Strika, looming over him ominously. She didn't like her authority being undermined.

To her surprise, however, it was Cyclonus who answered her.

"Because it is here," he stated, his voice cold as death.

Team Charr mobilized in minutes, flying and/or rolling out of their makeshift base and onto the open, rocky expanse that was Charr. At Strika's command, they transformed, wheels and wings retracting to reveal arms and legs. Weapons were readied. Cyclonus unsheathed the two great scimitars from his back, whirling them about in a figure-eight pattern before taking up a defensive stance. Oil Slick slid a metal rod from his side and let it slide out to reveal a longer metallic bo staff, which he twirled over his head. Strika upraised her twin cannons. The two Starscream clones hovered in the background, null rays primed and ready. Spittor cracked his multiple tongues against the ground in anticipation. And Blackout loomed behind all of them, enormous fists upraised. All in all, it was an impressive force, and even the Cybertronian Elite Guard likely would've sprang an oil leak at the sight of it.

Instead, it was Team Charr that was on the verge of an oil leak.

"What the hell is that?!"

Speeding towards the surface of Charr was an ominous orb of a dull, rust colored orange, with scattered shades of gray to compliment it. A thin, barely visible ring of lightly yellow encircled the tiny planetoid, but apart from that it was largely unremarkable in appearance. Save that it was easily big enough to dwarf the tiny planet of Charr (admittedly, smaller than most moons) and was approaching them at great speed. Already it was growing larger before their optics.

"What the hell is that?" repeated Strika. "Some sort of moon?"

"That's no moon," stated Cyclonus, scimitars upraised.

The purple Starscream, surprisingly calm, said "You know, I do hate repeating myself, but... just so everyone is... well... perfectly clear..." he paused, took in a deep breath, "WE'RE ALL GOING TO DIE!"

Again, a servo lashed out, and for a second time the Cowardly Starscream was knocked flat on his skid plate. He rolled a few feet before coming to a halt.

"Shut UP!" roared Strika dangerously. "If you want to be afraid of something, be afraid of me! Whatever that thing is, we're going to destroy it before it gets any closer to Charr. Got it?!"

Nods all around, including the Coward, even as Spittor helped him to his feet.

"I will lead the charge with my superior firepower!" declared the Egotistical Starscream, as he leapt up and into jet mode, and sped through the weak atmosphere of Charr and into space, speeding towards the orange object. His flying counterparts, the Cowardly Starscream, Blackout and Cyclonus, quickly transformed to follow. Three streaks of light split the sky as they sped into space and towards the sphere. Which was growing larger by the second.

Strika lifted a servo to shield her gaze and observe her troops progress.

**

* * *

**

The Stockade, Cybertron

Klaxon alarms sounded as red lights flashed throughout the Stockade. Sentinel Prime swerved around a corner hard and transformed so fast he almost slammed into the nearby wall. "What the hell is going on here?!" he demanded angrily as Warpath came stomping down to meet him.

"Power overload! Someone crashed the generators! Half the prisoners will be loose!"

"Well don't just stand there with your engine idling!" Sentinel shouted. "Get down there and pacify them! I don't want a single Con getting out of here, got that?!"

Warpath rumbled something decidedly unfriendly under his breath but took off down the corridor towards the elevator and headed down to the Second Floor. The Third Floor would keep, or anyone who got out would be rounded up again easily enough. And anything below Two had a backup generator to keep things running. But if the Decepticons cells and cuffs had gone off-line, there was no telling what sort of havoc they would cause.

The elevator started to descend, and then came to an abrupt halt. Frowning, Warpath saw he'd arrived, and realized the prisoners must've been trying to keep him out. He grabbed the door and heaved, prying it open with his bare optics, but before he could get out, someone got in, and a pale form slammed into him.

"So nice to see you again, Autobot friend!"

A servo slammed into his jaw, but the red Autobot had felt worse from his master Yoketron, and responded in kind, slamming both of his servos against the Starscream Clones back, knocking him to the ground.

"Ow! That didn't hurt, you rather pleasant fellow!"

Warpath lifted up his foot and slammed it down, but the clone rolled out of the way and took aim... but not at him. Much higher up. At first thinking his optics had malfunctioned, Warpath glanced up, and then his blue optics widened in horrific realization.

Decepticons could fly. Autobots couldn't.

The Starscream Clone fired, and the wide null-beam tore through the roof and the cables supporting the elevator. Without them, the compartment and Warpath went plummeting down, while the pale clone merely hovered in midair, giving an unsympathetic wave farewell. His copper-colored twin joined him, and together they flew down to the First Level, blowing open the doors with concentrated null-blasts. Once inside, they zipped off in opposite directions. It would take that hothead Sentinel and the other Autobots hours to get down here. But the Decepticons would be able to fly out in minutes once they were free.

Reaching the stasis cells, the cloned brothers proceeded to blast at doors randomly, freeing the prisoners within. The Bootlicker Starscream found one chamber in particular, and tore the door off its hinges. Within, the icy orb of Blitzwing flicked up, having evidently been waiting for him.

"Excellent vork," he intoned, lifting up his arm with the stasis bracelet.

"Your brilliant plan has been a most astounded success, oh mighty Blitzwing," praised the Starscream Clone. A null-ray blast later, and Blitzwing was free, his stasis bracelet lying on the ground in a pile of metallic shards.

The icy face smirked, and then switched to the hothead as he slammed fist into servo. "Let's kick some skid plate!"

**

* * *

**

Chamber of the All-Spark, Cybertron

During the Golden Age of Cybertron, before the Great War, the All-Spark had been housed in the grand Citadel in the center of Iacon, for all to see. When Megatron made his bid for power and the Decepticons rose up, Ultra Magnus and Alpha Trion took the All-Spark and hurled it into the Space Bridge network on a random trajectory. That took place millions of stellar cycles ago, and it had all but passed into legend... until a Elite Guard washout and his crew of repair-bots had located it, and hostilities had renewed.

But now there was peace. And the All-Spark, though perhaps a touch incomplete (several fragments were unaccounted for), had been restored to its former place of glory. Alpha Trion had resumed his position as guardian.

Autobots came from far and wide to see it. None were permitted to touch it, but all of them basked in its silent glow, marveled at its beauty. It was a shining light in the darkness, a crystallized hope that the Great War was finally over and peace and prosperity could return to Cybertron in full.

As the night cycle settled over Iacon and Cybertron, the chamber emptied as Autobots returned to their stasis-sleep. Leaving behind only a single bot to gaze up at the majesty of the All-Spark. Normally such was not permitted, but Alpha Trion knew and respected this warrior. He was, after all, one of the heroes of the recent war on Earth, as well as Cybertron.

Jazz.

"Still can't believe it," he stated aloud, though no one was there to hear him. "Finally over. You did it, Prowl," he added with a smile. "Yoketron would be proud."

_Flicker._

Jazz frowned, reaching up a hand to wipe at his optical visor. Had he really seen that? For a second, he could have sworn...

_Whisper._

Had he really heard that? It almost sounded like. No, that was beyond crazy. And yet... he could not deny there were some things in this 'verse that /were/ just plain crazy.

Hesitantly he took a step forward, turning up the volume on his audio receptors.

_Danger._

Okay that he heard. And he realized it was coming directly from the All-Spark itself. It was the source. Hesitantly, he stretched out a servo, and lightly placed the tips of his fingers against the cool, crystalline surface of the All-Spark.

Again his vision flickered, but this time he could see it clearly. A faint image, like a hologram, flickered into view. White engulfed his sensors, and all seemed to fade away. The Chamber, the All-Spark, everything but himself... no... there was someone else here in the White. Someone he recognized instantly. A warrior in dark armor with a visor not unlike his own, though angled instead of straight. And a horned helmet he would know anywhere.

"No way... Prowl?"

The dark warrior nodded.

"We have a problem," he stated.

* * *

**Highways of Iacon, Cybertron**

Rush hour traffic, regardless of whether you were on Earth or Cybertron, was rarely a pleasant thing to deal with.

Fortunately, Bumblebee knew a way around that.

Autobots in vehicle modes blissfully travelled back and forth on the Iacon highways, going to their various destinations. The housing districts, the energon farms, the Autobot High Council, the Iacon Hospital, the dockyards, the Space Bridges. But one little yellow mech was cheerfully revving up his engine and, with a wild whoop of joy, shot forward towards his destination... a ramp at the end of the road.

"Yeeeeeeha!"

Bumblebee had an idea of what it was like to fly at that moment, as he soared over the heads of the other Autobots and landed with a thud in the middle of the Iacon highway, narrowly avoiding smashing into a red vehicle not unlike his own. He took off, wheels blazing, along the highway, while older mechs would watch and simply shake their heads at the foolish antics of youth.

The yellow mech sped along merrily, simply enjoying the feel of the wind rushing across his windshield, until he turned a sharp corner and came to a screeching halt, almost colliding with a camouflage green wall that stood in his way, or so it seemed to him. Rolling backwards and switching to robot mode, Bumblebee started off without pausing for breath.

"Bulkhead, what the hell! I nearly ran you clean over!"

The green wall, in actuality a green SWAT vehicle, also assumed robotic form. "Then you should watch where you're going more often."

"Rrr," muttered Bee. "What do you want?"

Bulkhead rolled his optics, exasperated with his younger buddy-bot. "You should check your comm. messages every once in a while if you're going to shut it off. We're being called to the Autobot High Council building. All of us."

"All?"

"I think so. I heard Sari is supposed be there too. Somethin' bigs goin' on."

"Well, last one there is a rotten engine block!" declared Bumblebee, all but leaping past Bulkhead and transforming into vehicle mode, tearing off down the nearest street.

Bulkhead stretched out a servo to stop him. "Bee! Wait! It's...! Dwaaaargh," he grumbled, assuming his own vehicle mode and taking off after his little buddy. He was going the wrong way.

* * *

**Detroit**** Waste Disposal Center****, Earth**

Naturally, there was some explanations and introductions.

"_I am Soundwave. I am Decepticon_."

The Femme grimaced. "Real winning personality this one. One of yours?"

The original frowned, peering closely at the slightly shorter but much stockier Decepticon warrior. "No," he muttered thoughtfully. "Definitely not one of mine. But not one of Megatron's either. Well, Soundwave, I am Air Commander Starscream, of the Decepticon Battlefleet. And this is..."

"Slipstream," supplied the Femme. At his astonished look, she deadpanned "You didn't expect me to go for the rest of my existence called 'The Female Starscream Clone' did you?"

He grunted. "I suppose not." Then, under his breath, added "Didn't expect any of you worthless clones to survive the battle anyway..." then, more loudly "What is the status of the war?!" he demanded suddenly, angrily poking his faceplate right in front of Soundwaves.

The sturdy Soundwave didn't so much as twitch. "_Unknown. There has been no contact with the other Decepticons_."

"Then you will pledge your allegiance to me!" declared Starscream. "I am the true, rightful leader of the Decepticons!"

The femme rolled her eyes but didn't bother to counter her creators (as usual) wild claims of grandeur. She needed someone to ally herself with. Her arrogant father and the emotionless boombox would have to do for now.

"_Acceptable_." Soundwave might as well have been pointing out how he felt about the weather for all the enthusiasm displayed of joining Team Starscream. "_We must begin the Robot Revolution. The two of you will assist. With no Autobots left on Earth, its people will be helpless_."

"Who cares about this wretched planet?!" shrieked Starscream. "There's nothing of value here anymore! Megatron is gone! The All-Spark is gone! Omega Supreme is gone! Our best bet at this point is to rally the other Decepticons and make a new plan! With my genius finally guiding the Decepticons, we will claim Cybertron!"

"_Cybertron_?"

"Our home, idiot!" spat the newly christened Slipstream.

"_Illogical. Soundwave was created on Earth. Earth is my home_," he stated.

That reminded her of something. "Speaking of which, how does that work? And how did you resurrect daddy dearest here?" she asked.

"_I was created with blueprints designed by Megatron_," Soundwave explained, eliciting near identical grimaces of disgust from both of his new colleagues. "_Upgraded and empowered by the All-Spark infused Key. The one in the possession of the techno-organic Sari Sumdac. Its energies are contained within_," he added, tapping the place over his chestplate, where a normal Cybertronian contained a spark. "_Bestowing a fraction of them gave life to my minions, albeit crude life. When I discovered the body of Starscream, I concluded he could be resurrected. I was correct_."

Decepticon Air Commander Starscream did have to admit, he had been at that. Idly his own fingertips traced along his chestplate, and he could feel a real, proper spark pulsating inside of him again. "You function like an All-Spark fragment," he said. "You have the same energy. This is invaluable! One piece remains in Decepticon hands!"

"_We must begin the Robot Revolution_," Soundwave repeated, for all the word sounding like a broken recording. "_This planet will fall_."

"To the Pit with this backwards, infested little planet!" spat Slipstream. Then, she switched tactics. Why threaten with the stick when she had a nice carrot instead? "Come on, Soundwave. You want to fight for a world of machines? Come to Cybertron. It's a planet wholly devoid of filthy organic life. Where machines already rule."

Soundwave considered this, then nodded. "_Acceptable. Ravage, Ratbat, Laserbeak, return. Operation: Mobilization_," he intoned monotone, his chestplate splitting in two and sliding open, revealing an inner compartment. As the two flyers watched, a number of metallic animals slipped out of the various scrap piles and heaps of trash, and swooped or scampered across the ground, transforming in mid air until they became three thin CDs, one red and black, another silver and purple, and one black and silver. Each fitted perfectly inside of Soundwaves chest compartment, which slid closed. Then, he himself transformed, arms and legs sliding easily into his sides as he took the form of a stereo-modified terrain vehicle. He then sat there, waiting.

Starscream glanced over at Slipstream, who rolled her eyes at him. "Well I'm not carrying him," she said dismissively. "He's too heavy! Carry him yourself... Air Commander," she added with a sarcastic salute.

Grumbling something rude about ungrateful sparklings, the elder Starscream lifted up and let his body slide easily into the form of a harrier jet. He then attached Soundwave to his underbelly, and the three of them climbed up into the sky and, with a boom, through the thick cloud cover and into the atmosphere. Speeding towards outer space.

* * *

**Historical Archives, Cybertron**

"Arcee Teaching Unit?"

The pink femmes head lifted, setting down the disc she'd been studying. "That's me."

"Ah, and you must be Ratchet," said the unknown mech as he made his way over to the two of them. "The Autobot Council is summoning you both."

The older medic bot nodded, sliding the discs he and Arcee had been studying back into their spot in the Archives. "Best we be going then. We'll have to cover the Third Reformat another day," he said, as he and Arcee stepped out of the building. Ratchet slid easily into vehicle mode, door swinging open for Arcee to climb inside. Her own vehicle mode had been lost while she'd been in stasis-lock for the past millennia or so, and she hadn't had the time to scan for a fresh one. Hopefully they'd find time to do that soon, but until then, she always had Ratchet to transport her around.

She rested easily in her seat as he took off down the streets of Cybertron, idly caressing her servo against his dashboard. Yes, she always had Ratchet looking out for her.

* * *

**Iacon Housing District Seven, Cybertron**

A newcomer to Cybertron, Sari Sumdac had been brought on-line with no identification and no preparation. The authorities were at a complete loss of where to put her or what to do with her. However, Bumblebee had an apartment on Cybertron rented out in his name for off-missions (Bulkhead hinted that he'd received it from his parents when he'd enlisted in Autobot Boot Camp). He rarely used it much, so in a generous gesture, offered it to Sari until she got herself situated. And hey, if he wanted to drop by from time to time to play video games with her, who was she to complain.

She was just waking up when the terminal started beeping.

"Lights, windows," she commanded aloud. The room, designed to interact with voice-activated orders, immediately illuminated, and the windows folded open to reveal a breathtaking view of the nighttime Cybertron sky. Or at least, the Cybertron sky. The planet was, she was told, too far away from their moon to provide much illumination, though it did support a breathable atmosphere and enough warmth from its core to sustain organic life-forms. Or partially organic ones.

Sari slid off of her bed (something she'd brought from Sumdac Towers) and to the terminal, having to jump up to hit the button given her diminutive height. The screen flashed to reveal the face of Bumblebee.

"Hey 'Bee!" she said, still rubbing the sleep out of her eyes. "What're you up to this morning?"

"We got a call from Autobot High Command," replied the yellow mech. "I'm actually downstairs. I was gonna give you a lift."

"Did they say what for?" she asked, as she grabbed her jetpack and slid it over her shoulders.

He shook his head. "But the name on the order is Ultra Magnus."

She whistled. "Top of the line."

Bumblebee nodded. "So shake a stabilizing servo, girl! The yellow taxi is taking off in two cycles, whether you're here or not!" he exclaimed, assuming vehicle mode.

She ran for the door, laughing. "I'm coming! I'm coming!"

* * *

**Authors Notes**

Seems I misspoke earlier when I said this story contained only one original character. I forgot Ravage. I tossed him in as well. So I guess that's two.


	3. A Greater Threat

**Decepticon Outpost, Charr**

Not more than twenty cycles had passed since Strika's flyers had taken up the attack against the giant orange moon or whatever it was. Blackout was now on his way back, and Strika could see quite clearly he was carrying wounded. She quickly turned to Oil Slick, who was the closest to a medic they had on their little team. And that was mostly so he could know best how to apply his viruses and rust poisons on fellow Cybertronians.

"Get them back on-line and back into battle as soon as possible," she ordered, as Blackout dropped the unconscious forms of his fellow flyers on the ground, landing with a dull thud. All of them looked like absolute scrap. Cyclonus' helmet was dented, one of his optics cracked, the Egotistical Starscream looked like slag, and Blackout was covered in dents and dings all over. He was leaking oil from his left stabilizing servo as well, where his leg plate was shattered.

Among them, only the Coward Starscream seemed undamaged.

"What happened to this one?" demanded Strika, giving him a stern kick. Not off-line, the purple flyer groaned and clutched at his midsection where Strika's boot had struck.

"Fainted," explained Blackout.

Rolling her optics, Strika turned to Oil Slick, who was finishing up a diagnostic of Cyclonus. "Well?"

"They'll live," he replied. "But this is some serious damage here. What the hell did that thing do to you?"

Blackout did not reply immediately, save to gesture up at the approaching monstrosity or whatever it was. "We can't stop it," Blackout responded slowly, montonely. He never had been given to big speeches.

They all looked up. Sure enough, there it was. And it was coming closer. It would impact with Charr in little over an hour at the rate it was approaching. And even if it hadn't just summarily kicked the skidplates of four powerful Decepticons, its sheer mass would reduce their planetoid to an asteroid belt in short order.

"Orders?" asked Oil Slick.

Strika frowned as she turned back to him. There was really only one possible order she could give now. But she was not going to be pleased about it. Nor, she suspected, would Megatron be.

Her orders were simple.

"Abandon base."

* * *

**The Stockade, Cybertron**

"Broken Lance! Repeat, Broken Lance! Optimus, where the hell are you?!" Sentinel spat into the receiver angrily. Finally realizing he wasn't going to get through to his old teammate, he was going to have to try and contact the Elite Guard. Sure, things would look bad because he'd allowed the riot to take place. But things were going to look much, much worse if he allowed the Decepticons to break free of the Stockade. He'd be a laughing stock.

"Sentinel Prime to Elite Guard! Come in, Elite Guard! Stockade is suffering a power outage. Requesting backup. Send in everyone you've got!"

Satisfied his message had gotten through, he wasted no time in grabbing up his lance and his shield, preparing to go in and smash some heads together. He could deal with some unruly transformer punks, if it came down to that.

The door slid open, and Sentinel stormed out, glancing left and right. No sign of Decepticons. Not yet at least. Hmmm, this could work to his advantage. Maybe he'd luck out and run into some Autobot prisoners first. They were susceptible to bribes. He could offer them their freedom if they helped recapture the real prisoners. Yes, he could certainly work with that. Within seconds, Sentinel's processor was running full time, translating the dire situation into another opportunity to show Cybertron just how truly magnificent he was...

... right up until he stepped around a nearby corner, and a chainsaw came speeding down to lop off his wrist. His servo, still clutching his energon lance, went clattering to the ground as he gave a most undignified, rather femme, scream.

"That was easy," remarked a cold voice, as a mismatched mech stepped out of the shadows, deactivating the chainsaw that was his left palm. "Not really a fan of the lance but, I think I'll keep it anyway. Never know."

"Hey now partner," came a suave voice, as another mech in shiny gold plating joined him in the light. "We agreed to split the take fifty fifty now. No going back on a deal, bad for business, right?"

Lockdown and Swindle.

Sentinel Prime's fantasies just hit an all-time low. He couldn't think of two bigger problems in the entire galaxy, and fate had just landed both of them right in his prison.

"Oh well, might as well just put this one out of his misery. We can divvy up the pieces later," stated Lockdown darkly, lifting up left arm and letting a rather wicked device slide out. Sentinel had never seen a weapon like it before, but he was fairly sure the business end was pointing right at his oversized chin. He hastily threw up his remaining servo and set his energon shield to maximum output. It barely held back a powerful barrage of green energy. Sentinel was forced back as Lockdown and Swindle forced him back down the very corridor he'd been coming from.

Swindle grinned, and not unkindly either. "No use struggling Autobot. Now might be an excellent time to start bargaining for your life. I'm sure we can work something out."

Green energy splattered against Sentinel's shield, but he grimly held his ground. "No way! I ain't buyin' it!"

"Oh well, we tried," replied the dishonest weapons dealer, lifting up his own arm and adding a barrage of purple energy alongside Lockdown's green. Sparks flew as Sentinel was forced back even further, until his back hit a wall. Trapped, he could only grimly hold up his shield as it started to buckle and crack under the dual assault.

"Game over, Autobot."

A servo flew through the air, and Lockdown was struck full across his heavy jaw, sending him crashing into Swindle. The two Decepticons went tumbling down a ways, finally giving Sentinel some breathing room as he turned to look up this savior.

The red flashing lights glinted off of metal painted a deep orange, as a servo was offered to help Sentinel up. "Good to see you again, sergeant."

"Ironhide?"

The large mech nodded, then indicated the shorter, stubby fellow beside him. "Me and Brawn were on recon duty nearby when we got your red alert. What's going on here?"

"Jailbreak. Facilitated by those two," Sentinel said, pointing his ruined stub of an arm at Swindle and Lockdown.

"Then let's find them some cells of their own," said Ironhide, slamming a fist into his palm. It rang with an ominous clang throughout the corridor.

Swindle took offense to that, weapons sliding out and locking into place. "Tempting though it is, that's an offer I'll have to turn down, Autobot," he stated, and opened fire. Ironhide immediately activated his armor plating, his entire body went iron gray. The weapons dealer might as well have been tossing spitballs at him for all the effect it had. Purple energy splashes off of his super-dense iron hide as if it was rainwater.

"Hmmm," murmured the weapons dealer. Idly he reached up and adjusted a dial on the side of his arm, recalibrating his weapon to another setting. One he hoped would be more effective. "Uh, cover for me, would you Lockdown? There's a good mech."

Lockdown growled but shifted himself forward and opened his chestplate, firing two long wires which slapped into Ironhide. At first nothing seemed to happen, then the pale cyber ninja activated them, and sent about fifty thousand volts of electricity along the cords and into Ironhide, where they arced throughout his chassis. Even made of super-dense metal, most especially made of super-dense metal, he was vulnerable to shock therapy. Ironhead gave a scream of agony as he lurched backwards, his iron plating falling away as he reverted to his regular form, but even this provided no relief for him.

However, help was close at hand, as the shorter mech charged forward under the wires and slammed a fist into Lockdown's gut, knocking the taller mech backwards and severing his connection. Brawn followed it up with a vicious uppercut that sent Lockdown flying over his partner Swindle, even as the unscrupulous arms dealer finished adjusting his weapon. He sent out a quick barrage of violet energy, aiming for the floor in front of Brawn. It created ample diversion for him to scoop up Sentinel's severed limb.

"Bit too much competition here," he stated, shifting into vehicle mode. "We may want to get back to our customers," he stated, then proceeded to burn rubber down the corridor. Seeing the wisdom of his suggestion, Lockdown threw down some oil grenades and shifted into his muscle car form, then took off after his partner.

"After them!" shouted Sentinel. "Ironhide! Brawn! Somebody stop them!" He started to give chase, but promptly lost his footing in the oil Lockdown had left behind, and fell hard on his skidplate, cursing up a storm.

"Pit-forsaken Decepticons!!"

* * *

**Dinobot Island, Earth**

"Grimlock defend island. Intruders no get in here," stated the enormous, metallic warrior, waving his sword in the air. "Grimlock do good?" he asked, even as he used one of his clawed servos to tug a bit of metallic insect out of his teeth and spit it on the ground.

"Oh yes," replied Black Arachnia non-challantly, stroking her servo along his chin. "Such a good boy... good boys," she added, preferring not to have Swoop and Snarl get jealous. Not yet at least. "But Wasp..."

"_Wazzpinator_!" razzed the broken and dismembered bot on the ground, whom was struggling to put himself back together.

"... Waspinator..." she corrected. "... is on our side now. He's one of us, understand? So that means no more hurting him. Understood?"

The great T-Rex frowned at that. Dinobots rarely made exceptions for anyone they permitted into what they considered their territory. Black Arachnia was an obvious exception, but she was a real optic feast, so it stood to reason the three mechs were largely helpless in that regard. Prowl and Bulkhead they allowed to visit, but never to linger, thanks to their kindness, but they had no love of the other Autobots. But Waspinator wasn't nice, and he wasn't a pretty femme. Still, whatever Black Arachnia wanted, she tended to get.

The Dinobot leadered nodded after a moments thought. "Grimlock understand. Dinobots no hurt Waspinator." Swoop and Snarl nodded in affirmation beside him, even as Grimlock slid back easily into his T-Rex mode.

"Good," she cooed. "Now then, we seem to be back to square one... hmmm..." she tapped a claw against her chin, deep in thought. She had her loyal troops (well, semi-loyal at any rate, or more like guard dogs) but what to do. Where to go.

She glanced out at the skyline, and saw on the horizon the faintest hint of sparkling lights. Detroit. Yes. Before she could make any further moves she needed more information, particularly on the Autobots. The question was how to get it. Waspinator was as subtle as a brick, Grimlock and Snarl were just as bad. It would have to be Swoop. He could observe the city, gather information, and get it back to her with little trouble. She could find out what the Autobots were up to. Maybe some new development had been made she could use.

All it took to get Swoop into the air was a 'come-hither' look in her four optics and a little wiggle in her spiders abdomen, with the promise of more to come. Predictably, Grimlock was furious, he snorted smoke angrily, but fortunately, Swoop was in the air and long gone before he could attack. Black Arachnia then set Snarl and Grimlock to search through the wreckage for a suitable lair, and curled up beside a nearby tree to try and get some rest. Her stupid organic components required a recharge every so often, and so she had to reluctantly comply.

As she lay down on by the tree and her optics drifted closed, Waspinator finally managed to fit his head back onto his neck, and jerked it back into place. "_Wazzpinator back in one piece, finally. Now Wazzpinator can begin his planzzz..._"

Though his mind had been shattered (first by his ordeal in the Stockade, then by the rather indelicate process of becoming techno-organic), his ambitions remained intact. And more importantly, so did his desire for revenge. Waspinator was rapidly acquiring a long list of targets for his revenge. But at the top, two names burned into his central processor of a brain. One who had consigned him to a place as bad as the Pit. Another who had turned him into a monster.

His violet optics fell on Black Arachnia, fast asleep, and his grin grew wider and more malevolent. "_And when Wazzpinator finished, Bumble-bot and Spider-lady both suffer like Wazzpinator suffer_!"

* * *

**Within the All-Spark**

"Crazy... you really pulled it off," said Jazz. "You made it to the next level. You're one with the All-Spark, ain'tcha?"

Prowl nodded solemnly, stretching out his servos to encompass the white void that encompassed them both. "We are all fragments of the All-Spark. Its essence is the essence of our race. From it we come, to it we will one day return. The sparks of all transformers return here upon deactivation. This is... where all are one."

As he spoke, the white void vanished, replaced by the blackness of space, lit by a thousand tiny stars. No, not stars, Jazz realized as they drifted closer. Sparks. They swirled around the two Cyber ninjas in a dazzling array of shining light all colors of the rainbow, before coalescing into one great spark and scattering again to the edges of their vision.

"Crazy," murmured Jazz, and not disrespectfully either. So caught up in the display he almost forgot why he was here. Then another thought came to processor, and he turned back to Prowl. "Is Yoketron here? I mean, like you are?"

Again, that solemn nod. "Master Yoketron's Spark joined the All-Spark when he expired, as we all do. I, however, am separate. I have, as you said, made it to the next level. I am one with the All-Spark, yet separate, still Prowl. That is how I know... and how I was able to give this warning."

"But now that the All-Spark is whole and back in Autobot servos... what could possibly threaten this sweet peace we're enjoyin'? Is it the Decepticons?"

"Far worse," replied Prowl solemnly. As they watched, the sparks began to fade and vanish, as if a great black curtain was drawn over existence. They slowly began to wink out. Never to lit up again.

"How? What is it?" Jazz asked in growing horror.

Prowl peered out into the vast blackness, seemingly ignoring Jazz. Or rather, peering past him at something the white mech could not see. "A great evil from the dawn of time. A monster. Its strength is vast, its hunger unquenchable. Millenia ago, it was defeated in a great battle that makes the War with the Decepticons look like a petty squabble. It was sent hurling into the depths of space, to the very fringe of our universe."

A blue visor glinted as Prowl turned back to regard Jazz.

"And now it is coming back. When the All Spark was returned to Cybertron, it sensed it. It is heading here. This... will be our darkest hour."

A shiver ran through Jazz. "Is there no way to stop it?"

"One. From humble origins, from the ranks of the Autobots, one brave hero will emerge to unite two worlds. They will transcend, not just to another level, but a whole other state of being. And utilize the power of the All-Spark... to light our darkest hour."

"Who?"

"You know who. Or you will..." Prowl said, giving that quiet little smile he so rarely did... even as his dark form began to fade.

"Prowl, wait! No! You need to tell me who...!"

Blink.

Jazz reached up a servo, rubbing at his optics. When his vision cleared, he saw he was back in the Chamber of the All-Spark. Back in Iacon. Back on Cybertron.

Had that... really just happened?

His servo dropped down, resting lightly over his chestplate. And underneath, his spark. Yes, yes it had happened. He was sure of it. Which meant Cybertron, maybe even the whole damn universe, was in a heap of danger. He wasted no time in springing forward and into vehicle mode, burning rubber as he shot out of the citadel and onto the streets of Cybertron. He had to warn Ultra Magnus. Hell, he had to warn everyone. Shifting gears he pumped on some more speed, gaining some rather un-groovy comments from passerby as he nearly ran over a mother and her sparkling in his haste.

Then, however, as he neared the Autobot High Command, he realized how far fetched his story sounded, played out in his head. Would Ultra Magnus believe him? He didn't have a link with the All-Spark the way he did, or Prowl did. Hell, any Cyber Ninja. Ultra Magnus was a soldier class. He was pragmatic. He would take no action without proof.

What to do now, he wondered?

* * *

**The Stockade, Cybertron**

Stabilizing servos skidded across the metal floor as Lugnut and Blitzwing almost slammed into one another in their haste, speeding down the corridors. Both of the Starscream clones were following close behind.

"Ze plan worked perfectly!" shouted Blitzwing. "Now ve just need to get the slag out of here!"

"We must find Megatron!" roared Lugnut, taking off down another corridor. "Where is he held?!"

An explosion came from the far corridor, where the doors to the maintenance stairs had been blocked by the bootlicker Starscream. Apparently, however, the Autobots were breaking in.

Faced blurred. "Knock knock," asked the Crazed Blitzwing. "Whose there? Autobot Elite Guard!" he declared, answering his own question.

The liar Starscream floated backwards away from the explosions. "Oh we... we can definitely take them," he said, his vocalized quivering in fear.

A virtual wall of purple chrome plating blocked his exit. "No!" roared Lugnut. "We will not retreat!

Lockdown's pale face appeared by the broken elevator doors, hanging by one of his servos, apparently with a grappling hook attached to the top of the shaft. "Last call, gentlemen. Autobot Elite Guard is on their way. We need to vamoose, like now!"

Faces blurred. "Perhaps discretion is ze better part of valor," stated Blitzwing. He and the sycophrant Starscream started up the shaft after Lockdown. The Liar Starscream was about to follow, but Lugnut grabbed his thruster and held on painfully tight, the metal creaking under his grip.

"Not until we have Megatron! And if you lousy glitch-heads will not assist me, then smelt you all! Where are you, Megatron?! I, your loyal servant, am coming!!"

The pale clone blasted Lugnut's wrist with a null ray, releasing his grip. "Well he most certainly isn't being held on the next level down," he lied with a wicked grin, as he sped up the shaft after his comrades.

That was all the purple behemoth needed. Smashing through the narrow elevator doors, he leapt down to the next level and tore the door clear off its hinges, then lumbered down the corridor towards Megatron's cell. Unfortunately, the cell was reinforced cybertroinum steel nearly a foot thick. Even _the Punch_ wouldn't do more than dent it. And it required optic, servo, and vocalizer ID from the prison warden to open. Furious, Lugnut smashed his servos against the wall, wailing the name of Megatron, praying to the Decepticon Leader for the strength to rend the door in twain. He was still doing so when Sentinel Prime, Ironhide and Brawn came upon him. Between the latter two, they managed to restrain Lugnut enough for Sentinel to slap some stasis cuffs on his wrists and (more fortunately) wrest a clamp over his vocalizer, silencing the brute.

"Get this worthless piece of scrap out of my sight," spat Sentinel angrily, rubbing his wrist. "Back to Level One. Maximum Lockdown. Weld him to the wall! I don't want him to so much as twitch a finger, you got it?!"

* * *

**Dinobot Island, Earth**

"Spider-Lady like?"

To say Black Arachnia was pleased was a bit of an understatement. It would be like calling Swindle just a trifle dishonest. Or Meltdown just a little angry with technology. She was grinning like a maniac, teeth digging into her lips as she beheld the sight before her.

An enormous mech, the crashed Lugnut Supreme, nearly seventy feet tall, purple and green and inscribed with the emblem of the Decepticon cause. And more than big enough for her and her little army of brutes to be quite comfortable while they plotted their next move. She rubbed her hands together gleefully. Oh, but the All-Spark was smiling down on her today.

Immediately she ordered Snarl and Grimlock to begin covering it in foliage to conceal its presence, even as Swoop dropped by to deliver the news of Detroit. Surprisingly, the Autobots were all gone.

So she'd been abandoned, again. Fine. No big deal.

Her clawed fingertips dug into the metal of a passing wall, leaving three jagged marks as she walked. No big deal at all. She could wait a little longer for her revenge.

The crashed Lugnut Supreme had been partially buried, which is likely why the Autobots missed it when they left planet Earth. It couldn't even move. It was damaged and broken and most of its weapons were off-line, but its computer system was still usable. She quickly used her engineering skills to set up a sensor grid and an early warning system around Dinobot Island. She couldn't rely one hundred percent on her guard dogs, after all. Her own Decepticon energy signal was blocked by her organic components, no Autobot or Decepticon would be able to find her.

Not unless she found them first.

That completed, she began a detailed scan of all files. Since the Lugnut Supreme was a clone of Omega Supreme, it contained identical information to everything the Autobots had learned when they'd been on Earth. Including a lot of data on the All-Spark.

Black Arachnia made herself comfortable in the chair as information scrolled past on the screen. All-spark fragments, animated Autobots, weapons, facts, events, calculations, even some of Bumblebee's video games (stored as backups), scrolling past her almost faster than her optics could keep up.

Suddenly her hand lashed out and a claw slapped on the button to pause the screen.

Right on the image of a small, dark-skinned little girl with red pigtails and an adorable little smile. One image of her as she was when the Autobots had first met, and a second beside it of her several years older, if only a month later. And then there was that curious label.

Techno-organic.

"Sari Sumdac... interesting," she murmured, tracing her claw along the screen with the utmost delicacy. Right across the little girl's head. "I knew there was something special about you... oh, I should have seen this... so you're just like me, aren't you little sister? How nice... I can make use of that."

Instantly she had an idea. "Waspinator! Get in here! ... I have a job for you," she added with a wicked grin.

* * *

**Authors Notes**

And third chapters up. I've already run into a few problems trying to organize the various plot-lines, but I think its all in order now.


	4. Autobots Rising

**Autobot Headquarters, Cybertron**

Bang.

The Hammer of Ultra Magnus boomed ominously, bringing utter silence to the Autobot Council. Those present took their seats quietly, leaving only their military leader standing. Virtually every single member of the Council was present, and many of their aides were here as well, sitting in the gallery to observe. Sari was also up there, having been brought along by the guests of honor. Below, on the floor before Ultra Magnus, the ramshackle crew lead by Optimus Prime stood at attention in a single line.

A moment passed, and then Ultra Magnus spoke.

"Council, I bring before you one of the bravest crews Cybertron has ever witnessed. Cut off, ill-prepared, and poorly programmed, they proved they had the mettle to become heroes by defeating Megatron and recovering the All-Spark. Our long war is finally over thanks to these brave bots. Because of that, it is high time they were inducted into the Elite Guard. Optimus Prime. Step forward."

Optimus did so, as Preceptor held out an Autobot insignia.

"I know I once told you were not programmed to be a hero, but you have proven me wrong more times than can be counted. You have proven steadfast and above all loyal, both to your crew and the Autobot cause. Your morality code is incorruptible, and your skill has been tested in too many encounters with Decepticons and worse to be questioned. Thus, you are to be formally inducted into the Elite Guard. An honor you should have received stellar cycles ago."

Preceptor calmly fitted the new insignia over the one Optimus had on his shoulder, signifying his new status among the Elites. They exchanged salutes, and Optimus Prime stepped back into place beside his crew. Ultra Magnus then turned to the next in the line, taking only a moment to recall the young bots name.

"Bumblebee. Step forward."

The yellow bot grinned and did just that, looking like he owned the place. He'd been waiting most of his life for this. But he managed to draw himself up and look respectful as Ultra Magnus began.

"You have proven your worth many times over as well. Despite your tendency to rush headfirst into danger. Or perhaps... perhaps because of it. And none can question the loyalty you share towards your teammates. I predict someday you will be a Prime in your own right. But for now, I ask you continue to serve under Optimus... as a member of the Elite Guard. With all the rights and privileges according such a title."

Bumblebee tried valiantly not to spring a leak in his optics as Preceptor fitted his insignia, and stepped back with all the grace he could muster, though he very nearly broke down into a victory dance right then and there.

"Bulkhead. Step forward."

The hulking Autobot did so, looking decidedly out of place and uncomfortable. Unlike his little buddy, he'd never wanted this.

"I have been informed that you had specifically requested once to be a Space Bridge Technician," stated Ultra Magnus. "Your selfless and humble programming makes me wish we had more young bots like you, who cared more for their duty than glory. None-the-less, your service in combat has been invaluable, and I ask that you continue to do so under Optimus in the Elite Guard. Will you accept?"

"Uh... sure... I mean yes sir," Bulkhead managed to spit out. Satisfied, the Magnus nodded, and Preceptor fitted him as well, though he needed a stepping stool to reach Bulkhead's insignia. The hulking Autobot took his place back in line, though he nearly stepped on Bumblebee's wheels as he did so.

"Ratchet. Step forward."

The older medabot did so without hesitation. Some files you never deleted, and military obedience was one of them.

"Your service has, as always, been exemplary. Both in repair and as a mentor-bot. And not just for Omega Supreme. You have been of doubtless good influence over the others in Optimus' crew, and likely even Optimus Prime himself. If memory board functions, I offered you this position once before, and you declined, preferring to remain with Omega Supreme while he was in modified stasis. Will you now accept?"

"I will sir," replied Ratchet. A moment later, his insignia was in place and he was back in line with his fellow bots.

"Jazz. Step forward."

He did so. He'd said nothing of his recent revelations to anyone, and remained perfectly cool in spite of it. One of Yoketron's lessons. Stillness, then strike. He just had to wait for the right moment.

"I know some here may question your actions, particularly when you broke protocol to return to Earth without permission from your superiors or myself. However, it appears you made the right choice. As such, you are to be re-instated into the Elite Guard."

"Solid," replied Jazz, having no need to be ranked up, and stepped back into place. As smooth as silver.

Ultra Magnus then turned to the very last member, at the end of the line. "Arcee. Step forward."

She did so, snapping smartly to attention. For her, the Great War had only been yesterday, after all. And Ultra Magnus was her superior.

"Words are insufficient to express the relief that you returned to us on-line. So few of us did from that bleak war. But you provided an invaluable service, risking spark and servo to protect the activation codes of Omega Supreme. For that, we are greatly in your debt."

Preceptor applied the insignia to her torso with the utmost care, and she stepped back into line alongside Ratchet. Perhaps a little closer than was truly necessary.

"And finally..."

Here Ultra Magnus trailed off, and the others exchanged glances, as did some of the crowd. Had the older warrior suffered a glitch? He'd just called out everyone who was in the line. Everyone set to receive an honor had already done so. Who was left?

"... Sari Sumdac..."

No one was more surprised in that moment than the little Autobot girl herself.

"... please step forward."

Murmurs broke out amongst the assembled Autobots, and even Optimus and his crew looked startled. An ominous bang of his Hammer, and Ultra Magnus called order to the Council once again. Hesitantly, Sari slipped from her seat and made her way down to stand by Arcee's side, then step forward as requested. Her smaller size was painfully evident, she looked tiny enough to fit into Ultra Magnus' palm. But seeing the encouraging looks from her friends, she drew herself up to her full height and stood proudly as if she towered as high as Omega Supreme himself.

"Many will question what I am about to do, but I find no reason in my own logic circuits not to award you this honor as well. Though you have lived as a Human, there is no doubt in my processor that you are, and always will be, an Autobot. Moreover, your insight into the ways of the All-Spark and Earth were invaluable during the conflict there. Without you, we would have lost. Will you accept this honor, Sari Sumdac?"

She nodded.

Unfazed (or possibly in the know, but it was impossible to tell) Preceptor produced a tiny Autobot insignia built just for Sari, and applied it to the front of her chest plate. Now she really was an Autobot. And Elite Guard. Her dad would be so proud.

But for some reason that thought only made her sad, as she joined the line with the others. Her friends.

* * *

**Lockdown's Ship, Deep Space**

"So what do I call the two of you? We may be business partners but there's no harm in a little friendly conversation now and then, am I right?"

The two Starscream clones glanced at one another, even as Swindle helped affix their new weapons. Blitzwing leaned against the far wall, arms crossed across his torso-plate as he regarded them all with a single red optic. His weapons had been replaced as well, with a million stellar cycle guarantee. He'd made use of the Decepticon accounts, which he managed in the name of Megatron. Apparently their credit line was still good in most parts of the galaxy.

And the arms dealer Swindle certainly wasn't complaining for all the extra business. He was racking up more credits than he knew what to do with. At this rate in less than a stellar cycle he'd be able to retire to a nice planet far away from Cybertron, Quinteson maybe, and spend the rest of his life in blissful, filthy luxury. And considering the long lives of Cybertronians, that was saying something indeed.

"The original Starscream gave us great names," replied the paler clone with the nosecone. "Wonderful names. I'd tell you them this minute if I felt like it."

"Oh but we are sure the great and might Swindle could give us names of much greatness, he being so wise," said the bootlicker. Blitzwing rolled his one good optic, then pondered the situation. In truth, he too was bugged the clones didn't have any proper means of identification.

Faces blurred. Crazy was in charge now. "I know! I know! Ve'll call zem Sunstorm and Ramjet! Zey're my favorite Decepticon namez!"

"Sunstorm?" asked the Sycophrant Starscream.

"Ramjet?" asked the Liar Starscream.

Faces blurred, Icy was now in command, and nodded solemnly. "Zey're the names of good comrades who perished during the Great War, ze two of you have similar color schemes and personality programs," he replied.

Faces blurred, and the Hothead took over. "The damned Autobots crushed them into scrapmetal, even zo ve took down at least half a dozen of ze filthy scum! But ve vill-..."

Faces blurred, and the Icy Blitzwing coughed into his servo. "... as I was saying, this vill honor zeir memory. Zey gave their sparks for the great Decepticon cause."

The two Starscream clones pondered this, glancing at one another, and then nodded. "This is an absolutely brilliant idea, o' wise Blitzwing," said Sunstorm.

"I absolutely hate this idea!" replied Ramjet with a grin.

* * *

**Autobot Headquarters, Cybertron**

To say Sentinel Prime was having a mildly bad day was like saying he had only a mild fear of organics (especially bugs).

"We managed to contain most of the prisoners sir but... well... uh... two of Megatron's top lieutenants and a few other Decepticons... might've gotten away," Sentinel managed to spit out. "But it wasn't my fault sir! There was no way I could have known...!"

"That will do, Sentinel Prime," replied Ultra Magnus calmly.

"Sir, let me track them down, soon as my arm is repaired I-augh!"

Red Alert's face replaced Sentinel's on the screen. "Sir, Sentinel Prime will have to call you back, he's in the middle of delicate repair work right now."

"Damnit I said I was fine!" yelled Sentinel Prime from off-screen, before being cut off by yet another indignant yelp of pain.

Rubbing his optics, Ultra Magnus gave a sigh, wondering what on Cybertron had possessed him to permit Sentinel into the ranks of the Elite Guard.

He knew full well, after all, that Sentinel had been the one responsible for the incident on the planet where they had lost Elita-1. But without proof, there was nothing he could do. And it had been Optimus who had paid for that particular trouble.

"That is all I needed. Ultra Magnus out," replied the older mech, cutting off communications before Sentinel could protest again. Frowning, he tapped a finger against his chin a moment, pondering the possibilities. Decepticons were, on the whole, starting to calm down against ever since the All-Spark had resurfaced. Megatron's defeat had seen to that. But with Shockwave and Blitzwing loose, they could renew hostilities. Worse, Shockwave had a great deal of intelligence on Cybertron from his time as Longarm Prime. He knew their defenses better than some of his own Primes did. The scattered Decepticons were mobilizing. They could well equal a fighting force on par with Cybertron's once again.

Thank the All-Spark Megatron himself had not been released. But now... what to do. How to act?

Ultra Magnus sent the query into overdrive in his core processor, hoping to think of a suitable solution soon.

* * *

**The Nemesis, Earth's Moon**

"Charming decorum," remarked Slipstream. "From one scrap heap to another."

Starscream glared back at her. "It's all we have at the moment," he replied darkly, brushing some wreckage off one of the consoles and tapping at the buttons found underneath. Lights began to flicker on. "And it's a step up from where we were, you cannot possibly deny that."

She made a so-so gesture with her servo, evidently unconvinced. "I dunno, organic vermin makes for better company than you and the overgrown boom box," she stated, glancing sidelong at Soundwave, who was carrying a satellite dish, working on one of their projects. He did not appear to overhear her remark. Or more likely, he simply did not care to respond. He had the same emotional range as a toaster, or so it sometimes appeared to Slipstream. She said as much.

"Toaster or not he'll be useful to us," said Starscream, as he sat down in the command chair of the Nemesis bridge, which felt rather like a throne (no doubt a throwback of the egotistical Megatron's designs, but Starscream found he liked it). "And unlike certain clones I could mention, he's completely loyal. He'll do anything I say. Long as I get him to Cybertron."

She glanced over her shoulder. Soundwave was out of sight, as were any signs of his tiny minions, Ravage, Ratbat and Laserbeak. Her vocalizer dropped to a lower volume to avoid being overheard. "And what happens if we run into Blitzwing or Lugnut, or Megatron himself? And he realizes you duped him?"

He waved her concerns away. "You said yourself Megatron and his lieutenants were defeated on Earth after my... incident... with those damn Cyber-Ninjas. And I have it on good word that Blitzwing was locked up in the Stockade stellar-cycles ago. The Decepticons are aimless and leaderless now. Waiting for someone to seize command," he stated with a grin, clenching his servo into a fist.

"Someone like you," she remarked sarcastically, obviously not impressed.

"Oh don't be like that. You will have a place at my side. My second," he stated, indicating the space to the right of his chair. "Answering to no one but me."

Slipstream considered this. It was awful tempting. And while she was a living embodiment of his snarky, sarcastic side (as well as other, unexplored aspects of his personality), she had enough original Starscream ambition in her makeup to crave every bit of power that came her way.

Besides, even if it didn't work out, she could always betray him later.

"Deal."

* * *

**Iacon**** Mercy Hospital****, Cybertron**

In this age of peace, broken Cybertronians were often seen to by private medics, whom made house calls to offer diagnostics and make quick repairs. And most remote crews and ships had a medabot assigned to them for repairs in the field. But for serious cases, they were sent here, to the Iacon Mercy Hospital. Here we come across patient three-three-six-oh-seven, and his attending new medabot, Red Alert. It was a touch unusual of a case, which is one reason it had gotten as far as her, and not some automated repair drone. To be blunt, she already found her case a bit perplexing, if not downright weird.

After all, usually when she did some work, she had something to work with. All she had now was a small blue cube on the table before her.

"You're kidding right?" she asked, glancing up at her comrade Cliffjumper, who had brought in the case. He shook his head.

"We found them in the scrapyard. Apparently signed up for incineration," stated the red racing mech. "But when we realized Longarm Prime the traitor Shockwave I did a back-check on all of his logs, and realized there was more to this than meets the eye. So we did a spark scan. Sure enough, they're alive."

She raised an eyebrow. "They?" asked Red Alert.

"Can't quite tell if they're a mech or a femme," replied Cliffjumper. "Or an ID number, or any other kind of identification like a name. So we thought we'd send it here. And they said to give it to you, 'cause you're the best."

Red Alert failed to look pleased by the compliment, taking it in stride. "I suppose I will do what I can," she replied. "But this may be just a bit beyond my ability to fix."

"All we ask is you do your best," replied Cliffjumper, sliding into vehicle mode and driving out of the room, leaving behind a cloud of vapor. Red Alert sighed and shook her head, waving away the cloud which would interfere with her delicate medical work, then proceeded to examine her patient. Starting with confirming that his spark was still active. But she suspected she was going to need help with this.

Well, if everything else failed, her old mentor was back on Cybertron. Maybe Ratchet had some answers for her.

* * *

**Lockdown's Ship, Deep Space**

"I don't see what the problem is, one-eye. I got you out just like I promised. Usually when I finish a job I get paid. I doubt Swindle feels any better."

Shockwave's single red optic narrowed. "You were both paid to liberate Megatron as well as the rest of us. You have failed to do so. As such, you will not receive a single upgrade or modification from us until our great leader has been freed."

"This is a load of slag!" spat Lockdown, upraising his servos. He'd crushed this useless turncoat and...

He suddenly found himself looking down the business end of a wicked looking blaster.

Frowning, he conceded Shockwave did have a point. Namely, that he was a bit outmatched by the much larger and strong Decepticon Double-Agent. So he decided to withdraw from this particular fight. "Fine. I'll drop you all off. Now that you're out you can rescue Megatron yourselves. Our business is over, Decepticon."

Shockwave considered this a moment, then nodded slowly. "Very well." Getting rid of Lockdown would be beneficial in the long run, he was unreliable. He had no loyalty to the Decepticon cause. Between himself and Blitzwing they could devise a way to free Megatron themselves.

At that point the two of them were joined by the rest of their ragtag crew, including the newly christened Sunstreak and Ramjet. Shockwave quickly filled them in on the situation. Basically, that Lockdown was going to drop them off at a destination of their choice and they were going to be on their own from that point. They'd need to find a way to free Megatron (and Lugnut... _maybe_) on their own.

Blitzwing considered this, rubbing his chin in deep thought. "There must be some vay to storm the Stockade. But zey are going to be on their guard zis time," he mused aloud. "Ve are going to need more zan stealth, ve vill require..."

Faces blurred. "Raw brute force! We'll hit zem hard and hit zem fast and hit zem again until zey don't know vat hit zem!"

Faces blurred. "Then ve can all have a big party afterwards! Hahaha!"

Sunstorm rubbed his hands together in anticipation. "Brilliantly stated, brilliant. I am sure you will be able to construct a perfect plan to..."

Faces blurred. "Construct?" The icy Blitzwing's processor ran over that word. It held a very distinct possibility with it. Yes, very distinct possibilities. His monocle optic turned to regard Lockdown. "Set course for Earth. Sol System, coordinates three-five-two..."

* * *

**Iacon**** Mercy Hospital****, Cybertron**

"Thank you for agreeing to see me," intoned Red Alert as Ratchet and Sari stepped out of the elevator into the hospital ward. She directed them over to their particular patient.

"Good grief, how on Earth can someone in such condition still be on-line?" remarked Sari.

"Good question, we're not wholly certain ourselves," said Red Alert, indicating the vid-screen above the blue cube. "But all scans confirm, the spark is still active. But we have no idea how to fix such a thing. Most of his components have been crushed beyond all measure. And any attempt to open him up and remove his spark for transfer may damage it."

Ratchet nodded thoughtfully, arms folded over his chestplate. "You were right to call us in, this does look serious. But fortunately my friend here is very talented when it comes to such things. Go on Sari, take a look for yourself. Let's see what we can do for our crushed friend here."

Sari nodded, her jetpack lifting her up off of the ground so she could hover by the cube, and she closed her optics, laying her hands on either side of the body. Deep within her, in her brain/processor, new information was slowly flooding in as she made direct contact with the spark. Instinctively, instantly, she knew exactly what to do.

"We're going to need one of the recovered protoforms for this," she said.

Red Alert nodded, having anticipated as much. "We'll begin open-spark surgery at once," she stated, nodding to one of her assistances, who wheeled the blue cube down the hallways of Iacon Mercy Hospital and to an operating chamber. The blue cube was on an operating table, and wheeled up alongside one with one of the blank, silvery protoforms. As always, Sari felt an instinctive chill when she saw one. She knew that was where all Transformers really came from, that they were the "babies" of sorts of their... her... race... but she still couldn't fully reconcile it. She'd been raised human, even if she was born a protoform. For all of her life she'd thought she was one. Still did, in a lot of ways. It was hard to have a cold, hard fact she wasn't staring in her face.

Ratchet took up a position at the head of one table, in front of the protoform, extending his magnetic clamps.

Red Alert took up a position at the head of the other table, in front of the blue cube, laser scalpel at the ready.

Between them, Sari Sumdac held out both her hands, touching each of the beds occupants. Words tumbled from her lips without her even realizing she was speaking.

"... modulate tri-beam laser at coordinates six, four, three and seven, then follow up 15 mini-cycles later with a modified EM blast to the upper level here..."

Ratchet and Red Alert dutifully took down her instructions as Sari drifted away, the older medabot modifying his EM blaster while Red Alert dutifully prepared her laser scalpel. She look skeptical, but a nod from her old mentor was enough to silence any questions or doubt she may have had.

A quick surgery later, and the blue cube was cracked open, the spark delicately lifted up and out of it by Ratchet's magnetic fields, carried and then deposited gently inside of the protoform's open chest. As they watched, the protoform began to glow as the liquid silver metal began to reshape itself.

"He should be okay in a day or two," stated Sari hesitantly. "I think."

"That's very fast..."

Suddenly, the silvery form began to shape itself into a familiar image. Silver began a light blue which brought back memories of Earth. "... Ratchet! We know this guy!"

"What?"

Sure enough, not even a few minutes later, the process was complete. As Red Alert had remarked, that was remarkably fast recovery. But then again, this bot liked to live life in the fast lane, and the words 'slow', 'calm' and 'decelerate', simply weren't in his data tracks.

"-ackt!" spat the blue mech as he sat up so fast he almost knocked Ratchet off his feet. "Where-am-I-what-is-going-on-here-and-why-...!"

He paused, taking in his surroundings, and hopped off the table before the three Autobots, upraising his servo in a salute.

"Intelligence Agent Blurr, reporting for duty."

* * *

**Sumdac**** Towers, Detroit**

A yawn echoed throughout the laboratory before Isaac Sumdac could properly muffle it behind his hand. Grimacing, he rubbed at his eyes. It was rather late, and he was tired. But he was also excited. He was so close to a breakthrough in his experiment. He knew it. He just needed a few more hours to...

... idly he glanced up at the clock on the wall.

"I don't remember it being quite _that_ late," he muttered to himself. But then again, he did tend to lose track of time when he was busy. And he had a board meeting in the morning, as well another tour for the school children around lunchtime. And then he was going to try and make contact with Sari again in the afternoon and see how she was doing on Cybertron. And a lot of his older maintenance-bots needed servicing. Plus there was going to be the unveiling of a new garbage bot initiative he was overseeing. So many things keeping him busy. "Oh well. I suppose this will have to wait," he muttered, patting the small metallic box. "I'll finish in the morning."

Professor Sumdac stood and stretched, giving another yawn and grimacing as he felt the aches and pains of having sat for too long. He really detested getting old, he mused, as he made his way to the exit.

The doors slid open...

Isaac Sumdac turned white as a ghost as a monstrosity on the other side gave an inhuman snarl. A huge creature with green chitinous skin and glowing purple eyes towered over him, barely able to fit in the corridor. A hideous buzz rang throughout the hallway as it sprang at him, and Isaac screamed in terror.

"No! Someone, help me!!"

His screams echoed throughout Sumdac Tower. The very empty Sumdac Tower.

* * *

**Authors Notes**

And so the clones gain their names, based on their G1 counterparts (also their toy packages, or so I'm told). Yay.


	5. First Mission

**Cybertron Dockyards**

Jazz turned a corner and transformed so fast he nearly slipped on his stabilizing servos, but managed to roll forward and back onto his feet in no time, jogging the remaining few yards down to where Optimus was observing their new ship. Upon seeing him, the older Autobot glanced up at him.

"Jazz? What's up?"

"Bad scene," replied the white Autobot, glancing around to make sure their conversation wasn't being overheard. "I didn't want to bring it up earlier because I wasn't sure how to say it but... something I think you gotta know, OP. You won't believe where I've been. What I've seen."

Prime folded his arms. "I've seen a lot these past few stellar cycles. Friends and enemies long dead returning. Dinosaurs and construction machines animated by the All-Spark. I've even become human, in a way. Try me."

"I... I saw Prowl."

Optimus quirked an eyebrow.

"Okay, that one I didn't see coming..."

* * *

**Mine Shafts Outside of Detroit**

Silently and invisibly, Lockdown's ship slipped into the Earth's atmosphere and landed in the remote wilderness, near the Human city of Detroit. Once there, Shockwave and Blitzwing lead their troops out onto the rocky ground, before Lockdown gave a rather rude salute to their backs and shut the door on them, almost immediately taking off again and re-engaging his cloaking device that masked his ship from outside detection. Surprisingly, Swindle had chosen to join them, deciding that a short-term investment with one of his best backers could reap great benefits later on.

So it was the five of them found themselves standing in the middle of an empty forest, the dust kicked up by the departure of Lockdown's ship.

"So where do we find these Constructicon fellows?" Swindle asked, looking around the forest and the mine entrance. Looked pretty deserted to his optics.

"Zis is vere ve last had contact with the Constructicons," stated Blitzwing coldly. "During ze battle with ze Starscream clones," he added, pointedly glancing over at Ramjet and Sunstorm, who had the good grace to look embarrassed about that.

"Ah well, say no more then," replied Swindle, sliding open his chest and rummaging about inside of it. "Now let's see... where did I put... that... ah!" he produced from within a device not unlike a remote control, save that it was clearly of alien manufacture. Waving it around, it began to beep and whistle. "Hmmm. Aha. Decepticon energy signals. Emmanating from... down here," he pronounced, indicating the mine shaft. "Quaint little device. Picked it up on Lithone a few years back for a sweet little bargain."

"Excellent," stated Shockwave, as he began transforming into his vehicular mode. "I will clear the path. Stand aside," he said, then gave his Decepticon comrades all of five clicks to clear out of the way before he blasted a hole in the side of the cliff the size of a buick. Resuming his regular form, he lead the way down into the tunnels, followed by the others. Down, down, deep down they descended, far below the original tunnels Megatron had used when he had been building a Space Bridge. Some of them were even intact after the battle that had taken place. Finally, the five Decepticons emerged into a large open cavern, beholding quite an unusual sight indeed.

As Blitzwing had hoped, Mixmaster and Scrapper were there, perched on some wooden crates and drinking oil. But along the fringes of the cavern were signs of construction. Big construction. Almost as if the two of them were attempting to rebuild the entire base the Decepticons had destroyed in the Transwarp explosion.

"Mixmaster! Scrapper! Get back to work you mooks!" shouted an ominous voice. Stepping out from behind a pillar (evidently hidden given his tiny statue) Dirt Boss came into view, spouting out obscenities. "Break times over!"

"Yeesh, what a slave-driver," muttered Mixmaster as he set his oil down for later. "Remind me again why you hauled him out Scrap?"

The taller mech scratched the top of his helmet. "'cause he said he'd make us pay if I left him at the bottom of the lake?"

"Oh yeah..." replied Mixmaster, then paused, as he caught sight of the newly arrived Decepticons. "Yo Dirt Boss! We got company!"

"Yeah, what makes you think I care?!" spat Dirt Boss as he ambled over on his short legs towards them. The two groups studied one another curiously, then the tiny green and purple mech wheeled on his taller, larger co-workers. "I said get back to work! This refinery ain't gonna build itself ya know!"

The Constructicons sighed in near identical tones of disgust but went back to work, as Dirt Boss turned to regard the newly arrived Decepticons. "Now, what do you mooks want?" he spat out.

Shockwave glanced over at Blitzwing. "Are you sure these worthless scrap heaps will be of any use to us?"

Blitzwing considered this, eyeing the tiny mech before him. Dirt Boss was of such size he could've been punted around the room like the Earth Sport Football. "Ze big two are capable and easy led around. Zis one I know nothing of..."

Face blurred. "Oho! Maybe we can keep him as a pet! Can we keep him, can we can we can we...?"

"I ain't nobodies pet you stupid crank cases!" spat Dirt Boss. "I'm Dirt Boss. This is my operation, and these are my Constructicons. Go get yer own!"

Shockwave loomed ominously over him. "That will not do," he stated coldly.

A tiny drill shot from Dirt Bosses head, aimed right at Shockwave's. He'd show this arrogant, long-legged mech a thing or two...

... Shockwave's servo snapped up with near lightning speed and he casually caught the drill, then crushed it between in his claws. From the side, Mixmaster and Scrapped watch in awe. Blitzy they knew, the clones they were familiar with, but this new guy was somethin' else entirely. He was one scary mech.

"Hey Mix," whispered Scrapper. "Think this means we're gonna get new work soon?"

"I dunno Scrap," he whispered back. "But we could sure use a new foreman. Current one stinks."

* * *

**Cybertron Dockyards**

"... light our darkest hour. Crazy, huh?"

"If it really was Prowl, then this is serious. But what do we do about it? We can't just go and demand the All-Spark until we have a credible threat to Cybertron."

Jazz nodded in agreement. It was true. Plus, while he was grateful that Optimus Prime had believed him, who else would? Ultra Magnus was too pragmatic. And Jazz's former Prime, Sentinel, was as close-minded as they came. Transformers who went off-line stayed off-line. At least, as a general rule. They joined the Well of All-Sparks. They didn't float around in a void passing along cryptic advice and suggestions.

"Its your call, OP," he said after a moments thought. "You know I'm good with it. Whatcha wanna do?"

Now it was Optimus Prime's turn to consider the situation carefully. He'd known and trusted Prowl better than most, despite his loner ways. And he did believe it was him who had sent the message. After all, his... his essence... his spirit (the term he would've used if Prowl had been human) had saved him during the Battle of Detroit. Right before Megatron almost slagged him. And if Prowl knew of danger, not even being off-line would stop him from warning his comrades.

So something was coming. They didn't know exactly what, but it was coming.

"Right now we watch and wait," said Optimus finally. "I want to do more, but we haven't got anything to go with. But there's one other thing that puzzles me. Whats this 'two worlds' part of the... prophecy I guess you call it."

"No idea. Earth maybe?"

"Maybe... but somehow it doesn't quite sound right. And Earth and Cybertron aren't united in any case... Jazz, do me a favor," he requested. "Run this prophecy by Sari. She's a bright girl, and she has an intrinsic link with the All-Spark. She may be able to discern some hidden meaning to it."

"You got it OP," replied Jazz with a salute. Idly he glanced up at the ship. "So we all ready for a cruise 'round the block?"

"Test flight of the new ship? Almost, we're just waiting for..."

A screeching sound caught both of the mechs attention, as a bright yellow car came skidding around the corner. Thinking quickly, Optimus Prime shot out his grappling hook and yanked himself to safety, and Jazz backflipped out of the way as Bumblebee sped past to slam into a stack of crates.

"Gotta work on the brakes," came a weak moan from within the pile of now broken crates. Bulkhead, transforming with more dignity, brushed aside the crates and picked up his little buddy, setting him back down on his stabilizing servos.

"... him," said Optimus with a sigh, as he dropped back down and retracted his grappler. "Alright I guess we're all here." He signaled for the others, engaged in various tasks, to join them board the boarding ramp. "Everyone onboard. Time to take the new girl for a spin."

"Awesome!"

"Cool."

"Eh."

"Groovy!"

"I can't wait."

"This'll be so much fun!"

* * *

**The Nemesis, Earth's Moon**

"_Vessel completed. Awaiting designation_."

Starscream folded his arms and gazed up at his new vessel. Sleek and sturdy, it would provide more than adequate transport for himself and whatever troops he could muster. It was, essentially, a slimmed down version of the Nemesis, a lot of which had been gutted to make the Lugnut Supreme's. Repairing the great Decepticon Warship would take too much time, and taken resources they didn't have (and Starscream, for one, had no patience to acquire). So between the three of them, they had made a sleeker, darker, and faster vessel, befitting a Starscream flagship. It had the original Nemesis engines and some of its weapons, but none of its somewhat superfluous extra rooms. Although it was a pity the Autobots raided it for the protoforms. He could've used a larger crew. If he could ever figure out how to program the treacherous little things better.

"I shall name it... the Darksyde!" he declared.

Beside him, Slipstream rolled her optics and gave a sigh. Angrily, Starscream whirled on her. "You think you can do better?!" he spat.

"Oh no, of course not," she muttered sarcastically, stepping inside and taking the helm. She was the pilot in the ship, Soundwave handled sensors and tactical systems. Starscream took his own place, sitting down in the command bridge in his chair (the throne taken from the Nemesis). "Well at least it seems to work," she muttered as she punched in a few commands and the newly christened Darksyde began to lift off.

"Right. Set course for Thrull," he ordered, naming a Decepticon outpost planet. It was a wretched, hostile little planet, covered in lava pools and wracked by earthquakes. Most of Cybertron wouldn't go without fifty light-years of it, which made it ideal for the Decepticons to set up one of their bigger bases just beneath the surface.

Starscream leaned back in his seat, rubbing his chin thoughtfully. He had a lot of planning to do during the flight. He lifted up a servo, preparing to bring it down. "And... eng-"

"_Incursion detected_."

"... don't interrupt me!" shouted Starscream. "Wait... incursion? What incursion?"

"Confirmed," said Slipstream. "That's at least six new Decepticon signals. On Earth," she said, glancing over at her commander.

"Show me!" he screeched angrily.

She complied, and a minute later the vid-screen showed the city of Detroit. Seemingly out of nowhere on its outskirts, no less than five Decepticon signals had appeared. The sixth had vanished.

He frowned at that. "How did they suddenly... nevermind. Land us nearby. I want to see who it is. Take us down."

"_Aye-aye sir_," replied Soundwave.

A thought occurred to him. "Not too close though," he added.

* * *

**In Orbit Around Cybertron**

Orbiting around the planet of Cybertron, a sleek yellow and red vessel occupied deep space. Its design was nearly identical to the out-of-date Omega Supreme, and it had been decommissioned for the past fifty stellar cycles, until Optimus Prime, newly minted Elite Guard, had selected it as the new vessel for him and his crew. They had since painted it in honor of their former ship and ally. Its original name had been the Arclight, but during the re-painting Bumblebee and Bulkhead had spilled some yellow paint, hastily tried to cover it with a slash of black, and now only 'Ark' remained on the side. Optimus Prime decided to cut his losses and simply call the ship the Ark to save on further difficulties and frustrations.

Now it rotated above Cybertron as Optimus and his crew began their preparations and settled in to their new home, as well as accommodated the newest members of their team into their daily operations. But so far Jazz, Arcee, and Sari were fitting in like cogs to a well-oiled machine.

_Beep. Beep. Beep._

"Incoming transmission boss-bot," rumbled Bulkhead, glancing up at the command chair, where their Prime sat.

"Put it through."

Bulkhead complied, and moments later the vid screen was occupied by the faceplate of Ultra Magnus. Prime came to his feet instantly.

"Ultra Magnus sir. What can we do for you?"

"A mission has come up which I feel your crew is uniquely suited for," replied the Autobot military leader. A smaller screen occupied the larger one, indicating a remote region of space. "This is planet Charr. Are you familiar with it?"

"No sir."

At the sight of the map, Jazz felt a chill run down the back of his chassis. He had a very ominous feeling all of a sudden.

Unaware of the discomfort the Cyber-Ninja was experiencing, Ultra Magnus continued on. "I am not surprised. It is on the fringe of Autobot territory. Publicly, the area is still ours. But in reality..."

"Decepticons," muttered Ratchet.

Ultra Magnus nodded. "During Megatrons Uprising, a band of his Decepticons overtook the outpost and the Space Bridge located there. Rodimus Prime and his team managed to escape and returned to Cybertron safely, but the territory was lost. Since Megatrons defeat we have been steadily reclaiming our territory, forcing the 'Cons back. They have, in turn, rallied to a specific point."

"Charr," replied Optimus.

Ultra Magnus nodded in confirmation. "To fully end this war we are prepared to let the 'Cons have the wretched little wasteland. You and your team are to go there. Make the offer to the Decepticons and see if they are willing. A copy of the new borders is being included in this transmission, it will be in your datatracks."

Optimus Prime glanced down at his crew, and Bumblebee gave him a thumbs up, indicating they had received it. "Understood sir."

"One additional thing. Obviously we cannot permit the Decepticons to maintain control of a Space Bridge. I want you and your team to have it dismantled. If the 'Cons do not accept these terms, the deal is off. I trust you and your crew will be able to deal with whatever they can throw at you... but all the same... come back to Cybertron in one piece."

Optimus Prime saluted. "Yes, sir."

The vid screen went blank. Optimus Prime turned to regard his crew for a moment. Ratchet was on standby, positioned behind his command chair. Arcee was manning communications, and beside her Jazz was prepping the weapon systems. Bulkhead was overseeing the engines remotely. Bumblebee manned the navigation console. Sari sat beside him, observing, taking in everything. Everyone was at their posts, ready for him to give the word.

He sat back down, and made a sweeping motion with his hand. "Roll out!"

* * *

**Mine Shafts Outside of Detroit**

"Okay, maybe we can make a deal," muttered Dirt Boss, as he dangled from Shockwave's servo, clutched in his claws.

The purple Decepticon nodded, and tossed him onto the ground, where the smaller mech rolled to his feet, albeit painfully, muttering something under his breath. Something not friendly in the slightest, to judge by his tone.

"You and your fellow Constructicons are to build for us a means to free Megatron from the Autobot Stockade on Cybertron," stated Shockwave calmly. "Succeed and you shall be richly rewarded. Fail, and you will be deleted."

"Right, right," muttered Dirt Boss, brushing off his stubby limbs. Then, feeling a new to assert his superiority, he turned on the other two Constructicons, who had been watching from the sidelines the little scuffle. "Alright you two heard one-eye! Back to work! Chop-chop! New bosses want results, we give 'em results!"

Mixmaster seemed puzzled by that. "Uh, but we don't know what to build," he ventured meekly.

"Idiot cogs! Its obvious, ain't it! We need a weapon, right? Something that can blow a hole in a mountain if we wanted it too!"

Scrapped rubbed the top of his head. "Uh, but what kinda weapon does that sort of damage? Sounds like some sorta fancy Cybertronian gizmo. We ain't got nothin' like that on Earth."

Shockwave glanced back at Blitzwing, but the monocled Decepticon waved his concerns away.

"Well I got a blueprint right here that says different," said Dirt Boss angrily, stomping his way over to a nearby wall and lifting up one of his fingers. Using it as the tip of a pen, he carved in the stone the designs in question, though he had to get Mixmaster to lift him up to fill the entire cavern wall. "Got this design rattlin' around in my head for a long while now," said Dirt Boss.

The other Decepticons crowded around, processing the image. Impressed, Shockwave nodded. "Yes, this will suit our purposes nicely. We can begin preparations here, then transport it to Cybertron once we have contact with the other Decepticon forces. Seems I was mistaken, Blitzwin-..."

The triple-changed, Crazed personality in charge, was busy using his own index finger to carve smiley faces much like his own in the wall near the blueprints. He glanced up as Shockwave mentioned his name. "Yes?!"

"... nevermind," muttered Shockwave. Between the Triple-Changer and the Starscream Clones, it was a wonder sometimes how he managed to keep his sanity circuits from corroding. "How soon can you begin?" he asked, turning back to the Constructicons.

"Right away," stated Dirt Boss, and in no time proceeding to get his Constructicons back on the job, double time. He managed to rope the two starscreams clones, Sunstorm and Ramjet, on duty to swipe some materials from Sumdac Towers they would need. In moments, he was in full swing. They'd have their weapon in no time.

* * *

**Ark**** Bridge****, Near Charr**

All was tense on the bridge of the Ark, as the ship made its way to the final legs of its journey. Charr would be on-screen in a few minutes. Optimus Prime tapped at his armrest, pondering the situation. This was going to require a delicate touch, he imagined. At least he hoped it would. Decepticons rarely reacted in a predictable manner.

"Boss-bot, we're coming up on the coordinates of Charr," said Bulkhead. "But, uh... Prime... I'm gettin' some really weird readings here."

That put him on alert. "Weird how?"

"Uhm... kinda hard to explain."

"On Screen."

Bulkhead tapped a console, and the vid screen flashed into view. Charr, however, was not on it. All that was visible in the endless void of space was some floating chunks of rock. Barely big enough to be called meteors. As they watched, two of the bigger ones drifted together and shattered, creating more fragments, several of which drifted over towards the Ark.

"... I... I don't get it. Where is Charr?" asked Optimus.

"I think that _is_ Charr," remarked Bumblebee from his own station.

Ratchet swiveled in his chair to face Oprtimus. "Could the 'Cons have blown up the Space Bridge?"

Optimus Prime had just been thinking the same thing. "No, we'd be seeing fragments of the bridge itself... what about transwarp radiation?"

"Nothing I can see," replied the older mech, who'd already been running such a scan.

"... Sari, can you detect signs of life? I mean, Cybertronian life?"

She glanced back at her screen. "Uhm, let's see... nothing on local scans, but... uh-oh! Prime, we've got at least... four... no make that seven... seven incoming signals. Bearing... uh... three o'clock!"

"Signature?"

"Decepticons," interjected Bumblebee, glancing at Sari's screen. "That energy signature is definitely Decepticon."

"How can you tell?" asked Sari.

Bumblebee's mouth opened, but before his vocalizer could cue in, Prime cut him off. "Explain later. Battle positions!"

The Autobots quickly slid into their respective chairs as the bridge transformed. Consoles flipped over, armrests slid aside and locked down. Panels lifted up and open to accept servos from the Autobots who wished to direct-link with their station, and the upper level rose higher as Optimus Prime's command chair remodeled itself from comfort to combat mode.

"Bring us around."

"You got it!" declared Bumblebee as he altered the ships trajectory.

"Weapons powered up, OP!" said Jazz.

"I got visual," stated Bulkhead.

"On Screen."

The view shifted, possibly to the ship's right side, and instantly the Decepticons became framed as they soared towards them. Most were unfamiliar, but at least two the crew of the Ark recognized right away.

"Starscream clones," muttered Bumblebee.

Optimus frowned at the visual display. "Wait a minute, they're not attacking... they're damaged."

Sari glanced up from her station, then double-checked her own readings to make certain. But they were very conclusive. "Confirmed. Enegeron levels practically depleted... massive external damage. Those Decepticons couldn't hold a candle to a maintenance bot."

Optimus Prime frowned, peering at the vid screen thoughtfully. Sari's assessment seemed accurate. Most of the mechs were covered in fluid, and the Starscream clones were drifting lazily. The big gray mech was even carrying three wounded in his arms, drifting lazily to the left. They definitely weren't attacking. They almost looked like they were... seeking help?

Tapping his finger against the armrest, Prime considered his options... and then gave his next order. Which he knew was not going to be popular.

"Bring them aboard. Ratchet, prep the repair bay."

* * *

**Authors Notes**

Lithone and Thrull were planets from the G1 Series.


	6. Difficult Choices

**Ark**** Medical Bay**

"Aaaagh!!"

"Will you mute it! I am being as delicate about this as I can!"

Unfortunately, the next jolt of energy sent the apparently very sensitive Spittor into another frenzy, as Ratchet retracted his magnetic clamps and sighed wearily. His tentacles were flailing everywhere, knocking over equipment and creating a mess. "This one'll be fully operational in a day or two," he stated to Oil Slick, who was acting as his assistant (since he was the closest thing to a medic the Decepticon team had with them). "Let's move him to the brig, he can sleep it off there."

"Move him yourself, Autobot," muttered the sickly green mech, who was busy attending to an injured Blackout, using a laser scalpel to repair his leg. Ratchet grimaced, peering down at Spittor, who was a good deal bigger than he was, and fairly heavy looking.

"Damnit I'm a medabot, not a forklift," muttered Ratchet, beckoning Bulkhead over. The burly Autobot was also was acting as his assistant (as well as guard in case the Decepticons got unruly). "Not much more I can do for him, most of his damages are superficial though. Take him to the brig with the others. Whose next?" he asked.

"Ratchet? Over here," called out Arcee. The older medabot was at her side in a few moments, regarding the damaged Cyclonus, who peered up at him weakly. One optic was squeezed shut.

"T-the end... the end is here... the darkness..."

"What is he babbling about?" asked Ratchet as he attached a device to Cyclonus and began to scan him for internal damage. Maybe his processor was shaken up.

Arcee looked up at him. "It's all he's spoken about since he was brought onboard."

"It is our darkest hour..." Cyclonus continued, as Ratchet injected him with a sedative program, knocking the larger mech out like a light.

"Oh Ratchet I'm scared," said Arcee, clinging to the older mech. Reluctantly he put an arm around her slim shoulders to comfort her, glancing over at the other patients and even Bulkhead, but fortunately no one was witnessing their display. He put just a hint more pressure on his embrace, doing his best to comfort her.

"I lost you once... I won't lose you again," he stated, his vocalized pitched low.

Very gently, she reached up to trace the tips of her fingers across his cheek. His worn, rundown face creaked up into a faint smile.

* * *

**Dinobot**** Island**

Professor Isaac Sumdac was many things, and he liked to think he was courageous enough when it all came down to it, though he had a healthy survival instinct. But being carried over fifty stories in the air by a green monstrosity would terrify men far braver than he. "Stop this! Where are you taking me!? I demand...!"

A buzzing rasp met his questions. "_Wazzpinator has headache! Fleshy-bot will be silent! Or Wazzpinator will drop him in the ocean_!"

Deciding that he preferred to live, Professor Sumdac quickly shut his mouth. The green insect swooped in low over Lake Erie and down towards Dinobot Island, where the crashed remains of one of the Lugnut Supremes was to be found. There, he was quickly dropped off by Waspinator at the makeshift new base of his captor. Who soon revealed herself to him in the hangar bay.

"Professor Isaac Sumdac," Black Arachnia cooed as she stepped out of the shadows, waving Waspinator away. "So nice to finally meet you."

"Who... who are you... " he asked fearfully, scooting backwards away from her. "_What_ are you?"

She grinned wickedly, baring her fangs.

"I'm complicated."

* * *

**Sumdac**** Towers**

Being the pinnacle of robotic achievement in the western world (and, some would argue, in the entire world) Sumdac Towers featured some of the latest security features. In addition to the force field, it was patrolled on a regular basis by a dozen unmanned police drones to prevent the unwanted theft of equipment or endangering the life of the Professor who had been single-handedly responsible for the Robot Revolution of the early 21st Century.

None of which lasted more than ten minutes against the two harrier jets, one bronze, one ivory, that streaked through the air and annihilated the drones with concentrated null blasts. Slipping past the force field (currently down, since the owner of the building was absent, though neither knew it) Ramjet assumed robotic form by the loading dock and nodded up to his partner. Sunstorm dropped off his passenger first, allowing the gold-plated Swindle to hit the ground and assume his own robotic mode before he joined them.

"Well well, gentlemen, we have a golden opportunity here," stated Swindle, rubbing his servos together. "Now we have a few hours until we need to report back to our good customers, so that should be plenty of time to find what we need. But hey, while we're here, why not do a little window shopping? Couldn't hurt, right?"

"Simply amazing how you come up with such wonderful ideas," agreed Sunstorm, falling into pace behind Swindle as he led the way inside. The loading docks were already stocked to the gill with virtually all of the gear they needed. Sumdac Towers contracted out with various building companies, after all, using robots for manual labor because they did not tire or require coffee breaks. But Swindle was anxious for some more, and he led the clones down into one of the nearby labs, studying the various components he came across. Most he had to reject as junk however. Brilliant through Professor Sumdac was, most of his equipment was Earth based. And the majority of his labs and works were in the experimental stages. Most mass productions occurred at his factories around Detroit and across the globe.

Finally, however, Swindle stumbled across one room and paused, violet optics widening, before he slid the door shut and put his back to it, blocking view of it from the Starscream clones.

"Uh, gents, nothing to find here, why don't the two of you go back up and get the equipment we need back to our good friends in the mines, mmm? I'll join you there shortly."

Ramjet quirked an eyebrow at that, curious to what the arms dealer was up to. "Why not just come with us now?" he asked. It wasn't easy to lie to a liar, after all.

"I, uh... have to use the little mechs room," replied Swindle.

Rolling their optics, both of the Starscream clones departed, and began their mission proper. Meanwhile, Swindle grinned as he slid open the door and slipped inside, on the verge of crying from the beauty set before him.

He did not realize it, but when Sumdac had been originally captured by the Decepticons, Powell had seized control of his company, and brought in Masterson to begin working on weapons to expand their business. When Professor Sumdac had returned, all of Mastersons projects had been stored in one of his old, unused laboratories codenamed "Black Vault."

And this is where Swindle had stumbled into. And although Masterson was, like Sumdac, human and limited to Earth based technology, he still had a genius when it came to weapons. And Swindle never turned down a bargain like this one.

Swindle had just started to handle one of the devices in question, a spherical object he suspected was some form of hand grenade, when the doors slid open. Thinking himself busted, he whirled as another mech came through the doorway.

"Excuse me?! Oh hello. I am Wreck-Gar. I am looking for Professor Sumdac. Have you seen him?"

* * *

**Ark Brig**

"... and when it came into view... it was almost a whole moon! It was huge! Huger than anything I've ever before seen! It dwarfed the Space Bridge itself. I sent out the flyers, and they came back in pieces. And then we abandoned base."

Commander Strika was in the brig, somewhat unwillingly, but even she recognized that the Autobots would never trust armed and fully-functional Decepticons on their ship. At least, not right away. Thundercracker and Skywarp were with her. She'd been forced to give the clones names just to differentiate them from the rest of her subordinates (as well as being able to tell one from the other) and chosen the names at random. None-the-less, both clones seemed rather pleased with them. Thundercracker was pleased he could finally have something more grand than the original Starscream, and Skywarp had found one thing he wasn't scared of.

"What happened next?" asked Bumblebee, before Optimus Prime could shush him.

Strika's fearful gaze told them. Her words only confirmed it. "Charr was utterly destroyed. This... thing... tore it apart like it was made of sand."

Suddenly, it clicked with Jazz. The ominous feeling he'd been having since they reached this sector.

"Optimus! This sounds exactly like what Prowl was warning us about. That destroyer from the beyond. Its gotta be!" said Jazz in alarm.

Optimus Prime reached up and tapped the side of his helmet. "Sari," he instructed. "Scan the area for anything big and metallic. Go to long-range sensors if you have to. Find out where it is. Then plot a course to intercept."

She replied in the affirmative, and he switched frequencies. "Bulkhead, Ratchet. Fix up those Decepticons then get them down here to the Brig. Then I want you both on the bridge."

"Got it boss-bot!"

Optimus disabled communications, then turned to Jazz and Bumblebee. "Jazz, watch the prisoners. Bumblebee, with me."

* * *

**Mine Shafts Outside of Detroit**

Sleek and near invisible against the moonless night sky, the Darksyde landed on the edge of Detroit. Almost immediately, its side slid open, and Starscream and Slipstream exited, glancing around the area in some confusion as they hovered over the ground. There was no sign of the Decepticons their sensors had picked up.

"I recognize this place," remarked the femme. "This is where Megatron was building that Space Bridge."

Her pseudo-father nodded. "Mmm yes... that explains why we lost the signals again. They must be underground. Same as before. Oh well. Let's see who it is and muster the forces," he remarked, tapping his wrist. "Starscream to Soundwave."

"_Soundwave here_."

Rolling his optics, Starscream issued his orders. "Remain on alert. No one is to board the Darksyde without me or Slipstream with them. And keep scanning the area. If more Decepticons show up I want to know about it. Scramble the frequency to setting triple-six."

"_Acknowledged_."

Nodding, Starscream deactivated the comm. and fired up his retros. "Let's go," he stated, leading the way down into the caverns. Slipstream followed close behind. However, unnoticed by either of the flyers, another tiny mech was following them. A black metallic panther had slipped out of the Darksyde and was padding along after them, its single red optic glowing ominously in the darkness as it descended into the caverns.

* * *

**Sumdac Towers, Black Vault**

"You won't take me, Autobot!" Swindle shouted, holding up the spherical weapon in his hand, ready to throw it at Wreck-Gar.

The orange garbage mech, confused by the gesture, reached behind him and grabbed a long iron bar (it appeared to be a fender from a truck) from his backpack, unhesitantly taking up a batter's stance. "Ah, ready then! Take your best shot sir!" he said with a cheerful grin.

Blinking in no small amount of confusion, Swindle glanced at the explosive in his hands, then back at Wreck-Gar. Did the stupid mech_want_ to blow himself up? "Who are you? What're you doing here?"

Wreck-Gar, still in batters stance, paused thoughtfully. "I am Wreck-Gar. I am... I am... I forget. Wait I wrote it down here somewhere," he said, tossing his bat aside, where it crashed into a lab table and shattered it, scattering its contents everywhere. Swindle's optics opened wide.

"Hey those are valuable!"

A cement block sailed over his head, narrowly missing. "Hmmm let's see, no not here..."

"Careful now!"

A bag of fertilizer knocked the grenade from his hands and sent it rolling to the far end of the room, where it blew up some prototype Sumdac Robots. "No that's not it."

"Watch it you stupid cog!"

Suddenly Wreck-Gar snapped his fingers. "Oh that's right, I wrote it down so I wouldn't forget. Let's see..." he said, holding up his arm, wherein he had inscribed his instructions. "Greetings, fellow Autobot, human or Sumdac drone," he read aloud. "I am Wreck-Gar. I am a hero. I also good for garbage, but not exclusively. Do you require some garbage...? Removal! Sorry, some garbage removal. My handwriting isn't very good."

Swindle blinked up at him in surprise again. "Uh, yes, why don't you uh..." Swindle quickly rummaged through his chest components and found what he was seeking, an explosive device.

Ever gullible Wreck-Gar oohed and aahed. "What is it?" he asked.

A grin lit up the arms dealers face as he flicked a switch, and the small cube began to hum ominously. "So very glad you asked. This is a high prize Thermal Explosive Grenade. Satisfaction guaranteed. Ooor your money back," he said, rearing back his hand and throwing it at Wreck-Gar.

Wreck-Gar who, surprisingly, caught it. "Oh, we're playing catch?! Cool!" he drew back the device, and Swindle stumbled backwards, servos thrown up to ward off the inevitable doom coming his way.

"Catch!"

* * *

**Sumdac Towers, Loading Docks**

Sunstorm and Ramjet had finally grabbed everything they needed, strapping the metal bars and pipes to their frames when a massive explosive seemed to shake the building. Moments later, a dented gold mech came stumbling out of the building and into the loading docks, where he all but stumbled over to his comrades. His head was hanging by a few wires, resting against his chestplate.

"I quit!" shouted Swindle, trying unsuccessfully to screw his head back into place on his unsteady neck. Finally, he had to settle for one hand holding it in place as he used his other to gesture. "I am not a spark-forsaken soldier, I am a merchant! I sold you all your weapons, I am now getting out of here before this gets any worse! Tell your bosses not to call me, 'cause I won't call 'em either!" he grumbled, throwing himself towards the concrete and slowly, painfully, shifting into his usual SUV form, though he retained his blackened, crispy, dented, and all around slagged performance as he painfully burned rubber and took off into the streets of Detroit.

He'd catch up with the shuttle he'd left on Earth, then head somewhere nice and quiet to make some repair work. Nexus Zero maybe. The Vok were nice enough creatures.

Suntorm and Ramjet gathered up their ill-gained dupplies, assumed jet mode, and flew back to the temporary Decepticon base before they were discovered. They had no desire to tangle with anyone right now. Least of all, anyone who could do that kinda damage to the hardened arms dealer.

Wreck-Gar came stumbling out later, virtually undamaged, rubbing his head in confusion.

"Now who is going to tell me where Professor Sumdac is?"

* * *

**Ark Bridge**

"Got it! Can't be anything else. It's the only thing _that_ big moving _that_ fast," said Sari, glancing over her shoulder and up at Optimus.

"Lay in intercept course and move in. Full speed."

Bumblebee nodded, and set the course and speed. "We're hot, OP."

"Punch it."

The ship hit hyperdrive, giving a faint lurch as they picked up speed, and in moments they were on their way.

"Uh, boss-bot?" asked Bulkhead, abandoning his station a moment to stand beside Optimus, even as the doors slid open and Jazz joined them. "What're we going to do when we find this thing? It tore apart those Decepticons like they were..."

"I know," replied Prime quietly. He was already thinking over it.

Jazz had been mulling over the same question. "But they didn't have a ship like this. Stylin' lasers included," he added, patting the console at his side.

"Somehow I doubt that'll be much better," muttered Ratchet, as he and Arcee joined them, and the latter took up her original post. The grizzled warrior folded his arms, absent-mindedly rubbing the scar Lockdown had left him with.

"You got any advice?" asked Optimus. "You were there in the great war, how did they take out Omega Supreme?"

Ratchet shook his head. "Didn't see the fight, only arrived afterwards. I got nothing for you this time, Prime. No war stories that'll let you figure out a winning strategy this time."

Optimus Prime considered that, then called up a chart of the surrounding space. His processor began to go into overdrive. And he'd never let a thing like bad odds stop him before, so why start now? "Then I'll try and come up with one of my own. You can all read about it once it gets entered into the Cybertron data-tracks."

* * *

**Mine Shafts Outside of Detroit**

Creeping along quietly, their legs on silent mode, Starscream and Slipstream slunk deeper into the tunnels of the old abandoned Mine Shafts outside of Detroit. A passageway led them to an overhanging ridge, whereupon they crawled forward to peer down at the activity below. What they saw didn't please them. Starscream least of all.

"Of all the worthless, wretched, insufferable luck this side of the Pit," he muttered darkly. "If it was just the Constructicons we could've played this to our advantage, but Blitzwing and those wretched clones..."

"Yes," muttered Slipstream. "Its your biggest enemies hit list. Maybe I should go down there and join them."

He scowled. "Don't start with me, woman," he growled. "Come on, let's get out of here... this was a waste of our time."

They took some time leaving the tunnels, having half anticipated Blitzwing to set up additional Decepticons as sentries, but fortunately they found no one as they re-emerged into the wilderness above. Soundwave was standing sentry in front of the Darksyde. Against orders.

Decepticon Air Commander Starscream frowned. "What are you doing outside? Did you not understand my orders?" he asked menacingly.

"_Orders acknowledged. Countermanded. New orders_."

"New orders?! From who?!" screeched Starscream angrily. Damnit, no one betrayed a betrayer.

Soundwave did not twitch. "_Irrelevant. Soundwave is to bring Starscream and Slipstream into Decepticon custody_."

Starscream lifted up an arm and powered up one of his deadly null rays, an ominous purple glow surrounding the tip as he took aim at the traitorous boombox. "You and what army, glitch head?"

Dull thuds answered the question, as the bronze and pale clones landed to either side of Soundwave and aimed identical null rays at Starscream. In addition, two enormous construction vehicles of purple and green and gray trucks rolled out, Mixmaster prepping some acidic fluids and Scrapper powering up his drill hands. Crazed laughed accompanied a swooping jet as it flew overhead in lazy circles. Slipstream instantly went back-to-back with her father, her own null rays prepped. To top it all off, out of the tunnels rolled an ominous tank of a deep shade of purple, which leveled a wicked looking cannon at Slipstream, preparing to flat out obliterate them both in one blow.

"_This army will suffice for my purposes_," intoned Soundwave. And although his voice was still monotone... he managed to sound very smug indeed.

* * *

**Ark Bridge**

An enormous orange orb was showcased on the vidscreen. As Strika and her team had described, it was gigantic in size and undeniably metal, with a golden ring not unlike Neptune encircling its orbit. In terms of general size, it was maybe about as long as the Nemesis had been, but twice again as thick and undeniably solid at the core.

"Look at the size of that thing...!"

"It's huge!" breathed Sari.

Optimus Prime considered his options. "Arcee, hail it."

The pink mech nodded, tapping at her console, but after a moment she shook her head. "No response Prime."

"... fire a warning shot," he ordered. "Across its... well, near it anyway."

Bumblebee was all too quickly to comply, sending out a low-energy laser blast across the side of the monstrosity. For a long moment, nothing happened, and then...

"... it's slowing boss-bot," reported Bulkhead. "And... rotating. Its turning to face us!"

Optimus Prime nodded. "Ready weapons for a full spread," he ordered. "Arcee, try hailing again. All known frequencies, every known language."

"Including Welsh," added Sari with a weak grin, hoping to interject a little humor into the situation. Bumblebee chuckled... but his laughter died away as the planetary destroyer started moving closer. And closer.

Ratchet swore quietly "Sweet Primus..."

"Arcee?!"

"Nothing sir!"

Optimus Prime nodded and threw his hand forward. "OPEN FIRE!"

Though not a transformer like Omega Supreme, the Ark was armed with enough firepower to fight and win a second Great War. Red and yellow panels slide aside to reveal multiple missile salvos and the central unit on the top deck of the ship turned around to reveal a powerful laser. All fired simultaneously, the laser carving a wide swath of energy through the depths of space while the missiles flew through the air to impact against the orange orb, peppering it with explosions.

"RAAAAUUUUUUUGGGGGGHHHHH!!"

On the bridge of the Ark, Bulkheads' eyes widened. "Is it... in pain?"

"Like, alive?" asked Bumblebee, picking up on his thought process. "Is that even possible?"

"Ratchet, commence sca-..." the Ark rocked, nearly sending Prime to the floor from the intensity of it. "What happened?"

Jazz scrambled at his controls. "Energy blast. Powerful one. Shields are holding but they won't take much punishment from something like that," replied the white mech.

"Hard to port! Evasive maneuvers! Return fire!!"

The Ark dived under another blast that nearly cut them in half and returned fire with their own energy cannon, though their blasts were like a pair of stingers being used on Lugnut. Easily shrugged off. They were doing superficial damage at best, and they knew it. Another blast ripped through their shields and lanced across the back of the Ark, sending it into a wild spin, out of control.

"Stabilizers down! Weapons off-line!"

Prime clung grimly to his seat, determined to hold on. "Bulkhead! Get us out of here! Transwarp!"

"Setting coord-"

"Forget that! Figure out where we are later! Just go!"

Bulkhead quickly hit some keys and the ship began to glow blue as a transwarp field started to engulf them. Even so, they watched in horror as the orange orb began to power up for another blast. One that would rip them wide open.

"Tranwarp in five... four... three... two...!"

* * *

**The Well of All-Sparks**

Sitting cross-legged in the void, hands clasped before him, Prowl sat, and watched, and waited. Though he had long since gone off-line his essence remained within the Well of All-Sparks self-aware and, more importantly, linked to the rest of existence through it. His influence was limited, of course, but he still had a trick or two to employ.

Closing his optics behind his visor, he began to hum, utilizing the power of processor-over-matter. The same ability that had allowed him to merge with the All-Spark when he was still on-line.

His gaze open, he looked into the All-Spark, and through it, into the future...

_As it descended into the atmosphere, flit by angry, unholy flames, the orange sphere shuddered, and suddenly... began to change. To transform. Panels and compartments slid away, revealing arms and legs, and a mighty horned head arose from within what became the chest. The rings which had encircled the sphere folded in and became a spiked cape along its back. Or a pair of skeletal wings. With another mighty roar, the great destroyer came crashing down onto the surface of the Earth, so hard the entire planet shuddered._

_"I AM... UNICRON!!"_

_Flash._

_"Sweet Merciful Primus..."_

_"Its not just a destroyer... it's a transformer!!"_

_Flash._

_From a distance, the assembled Cybertronian warriors watched in mounting horror. None of them could have possibly been prepared for anything like this. None of them had any idea what to do._

_Flash._

_"Autobots!"_

_"Transform and roll out!"_

_Flash._

"FOR... MEGATRON...!!"

_Flash._

"**Prepare for extermination**!"

_Flash._

"DECEPTICONS... ATTACK!!!"

_Flash._

The entire earth was shaking now.

"It's over..." muttered Prime. They couldn't win.

_Flash._

"**ANNIHILATE THEM**."

_Flash._

Prowl awoke with a start, optics snapping open.

"No..." he whispered, his vocalizer echoing in the void. "I cannot let it end like this."

* * *

**Deep Space**

A blue glow coalesced into the middle of nowhere, the very blackest, darkest region of space. A transwarp bubble. When it cleared, the Ark slid out and into normal space again. Dented, damaged, banged up beyond all measure... but intact.

Scrambling to his feet, Optimus Prime immediately called out to see how everyone was.

"We'll live," grumbled Sari, who was half-crushed beneath Bumblebee. She kicked him off of her.

Three groans came from the aft of the bridge. "We're fine, Prime," reported Ratchet, as Jazz helped him to his feet. Arcee was already there, making sure he was okay, but he waved off her concerns. Bulkhead was also well, though he'd smashed a console he'd fallen on, flattened like a pancake.

Optimus Prime breathed a sigh of relief. Then, regaining control, began to issue orders, re-assuming command. "Jazz, check on the prisoners. Ratchet, go with him, they may need additional repair work after that bumpy ride. Bulkhead, I want you down in engineering. Start repair work, get us moving again soon as possible."

"Aye, sir," resounded from the assembled Autobots as they began their tasks.

"I'll go with Ratchet," said Arcee.

Prime cut off her off gently. "No I need you at your post, Arcee. Try and raise communications. Signal Cybertron. Fill them in on everything we know."

"Our transmissions may be monitored," she replied. "We're not allowed to broadcast uncoded frequencies..."

Prime's servo formed a fist and smashed onto his armrest. "I know the rules," he stated. "Do it."

"Aye sir."

"What about us, Prime?" asked the yellow mech still at the controls.

"I want you two to plot this things course. Find out where its going. And then try and figure out a good point for another attack. Next time I want to be ready."

* * *

**Dinobot Island, Predacon Headquarters**

"Tell me what I want to know you filthy little organic-...!" spat Black Arachnia angrily, before pausing, taking a moment to compose herself with a deep breath, a smile traced over her lips. "Surely there's something else. Something you've forgotten. Something you've missed, maybe. Tell me, and I let you go. I promise," she added sweetly.

An effect lost on the cowering little man before her, beautiful she may have been by Cybertronian standards (in a dark, eerie fashion), but he saw only a monster set to devour him.

"But I assure you I have told you everything I remember!" pleaded Professor Sumdac. "I found the protoform in my laboratory, I touched it, and lost consciousness. When I awoke, there was Sari. Prowl and Ratchet theorized that the protoform absorbed my DNA as a template, the way normally..."

"... normally they accept inputted schematics for their design," replied Black Arachia. "We've been over this. No protoform has ever done as you said before. You must've done something to it! Altered it in some fashion! And if you did, then you can undo it! You can fix me! You could fix Sari too! She could be made wholly machine, like she was supposed to be. Don't you want that? Don't you think she wants that?!" she continued angrily.

Professor Isaac Sumdac hesitated a moment, stunned by the idea that Sari was unhappy with her lot in life. He knew Sari had been having troubles adjusting to life on Cybertron. She didn't really fit in, or so he could guess by her somewhat frequent calls home. But consequently, she had as much trouble fitting in on Earth. She was neither machine nor girl anymore, and had no real place on either planet. Could it be she hated herself, and him, for what had happened to her, the way Black Arachnia did? That she viewed herself as wrong?

But then some memories washed over him. Sari, playing with Sparkplug, one of her favorites toys. Sari, proudly asking if she could keep an Autobot as a pet. Sari, after the rescue at the mines, discovering her true nature. Sari, protecting him from Masterson and his Headmaster attack at the fast food restaurant. And then, most crucial of all, Sari telling him she loved him, and that she was thankful to him. After all that had happened, she still loved him like a father.

That love gave him the strength to compose himself and banish his fears. "Sari is what she is," he replied sternly. Then, greatly daring, added. "Maybe you are too."

The spider transformer roared and grabbed a nearby crate, hurling it aside with such strength it shattered against the far wall, scattering pieces everywhere.

"NO!" she screeched. "I WILL NOT BE LIKE THIS! I HATE THIS! YOU WILL HELP ME FIND A CURE, OR I WILL MAKE YOU _SUFFER_!" she screamed with such force that she knocked the hapless professor onto his back.

"I wish I could but I am no biologist, I'm a servo engineer!" replied Isaac, throwing up a hand in a vain attempt to ward off her crushing him. "I cannot help you!"

"You will," she hissed out darkly, her four crimson optics narrowing as she loomed over him. "Whether you want to or not... you will be of use to me, Professor Isaac Sumdac."

She beckoned Grimlock in, the massive metallic T-Rex stomping the ground ominously. "What... what are you going to do to me?" asked Professor Sumdac hesitantly, as Grimlock picked him up by the collar of his jacket.

She paused by the exit, grinning wickedly. "I told you. One way or another, you will be of help to me."

* * *

**Deep Space, Ark Bridge**

"If it follows its current course... it... it's heading directly to Cybertron," said Bumblebee with a horrified tone in his vocalizer. The screen lit up as it showed the flight path of the planet destroyer.

"That ain't all!" said Bulkhead. "Look at whats right in its path!" he said, tapping a finger against the screen.

"That's... Earth."

Sari looked horrified at the idea. A soft whisper escaped her lips. "Dad..."

Frowning Optimus Prime rubbed his temples, trying to come up with a better idea. Then he remembered they might have already had one ready and waiting for them.

"Jazz, playback that prophecy again."

The Cyber-Ninja switched voicetracks, flawless imitating the voice of Prowl as he did the playback. "_From humble origins, from the ranks of the Autobots, one brave hero will emerge to unite two worlds. And utilize the power of the All-Spark... to light our darkest hour_."

"Two worlds," murmured Prime.

Bumblebee glanced up at him. "Got an idea, Boss-Bot?"

"Yeah... but I already don't like it."

* * *

**Authors Notes**

Unicron is not quite the planet-sized destroyer he was back in G1, he's been scaled down a bit for this Animated story, and now is only as big as the Nemesis (if a bit bulkier and a lot sturdier). For comparisons sake, think a regular transformer standing up to Omega Supreme. Omega Supreme stands up to Unicron the same way.

Then again, when have Transformers ever cared about proper scale?


	7. Divided Worlds

**Cybertron Stockade, Level Zero**

The doors slid open, and after a moment's hesitation the lights flickered on. This level was rarely visited, after all, and thus rarely maintained. The air was thick and heavy with dust. But moreso than that, an aura of darkness seemed to linger in every corner, stubbornly refusing to be moved by the light. From the elevator, a long hallway stretched to the only cell on this floor, at the far end.

Optimus Prime stepped out of the compartment, glancing back at Sentinel, who nodded, following behind him. Slowly, the red and blue mech made his way down the corridor. He well knew that, if the security system hadn't been turned off before coming here, he wouldn't have made it twenty yards before he was gunned down. They reached the far end, and Sentinel placed his optic at the scanner.

"Sky Shield," he stated.

Click. Whirr. Beep. "_Servo print recognition, confirmed. Optic scan recognition, confirmed. Vocalizer recognition, confirmed. Access granted: Sentinel Prime_," intoned the computer. The door slid open. The room inside was dark. "_Welcome_."

The blue mech turned to his comrade. "All yours, Optimus. I'll be out here."

Nodding, Optimus Prime stepped inside the room, as the doors slid shut behind him. In the dim lighting, he could just barely make out the prisoner of Level Zero. Dull gray, tinged with reds and blacks. His eyes shone brightest of all, a bright crimson that seemed to wash over the room as he lifted his gaze to regard Optimus Prime. Even shackled, even defeated, even imprisoned... he was powerful and he was dangerous.

Warrior, Tyrant, and Supreme Leader of the Decepticons.

The only hope left for Cybertron.

Megatron.

"You," he stated, his vocalizer strained from lack of use. "Why are you here, Autobot?"

Optimus paused a long moment before replying to that. Even given the time he had, he wasn't sure how to broach the subject. But that was more than sufficient time for Megatron to draw his own conclusions from the Prime's silence.

"You need me, don't you? You need me for something."

He grit his steel teeth but reluctantly had to confirm that one. "... yes."

A grin stretched across Megatrons face. A look of triumph. "Oh how I have waited for this moment. The mighty Autobots, come crawling on their stabilizing servos before..."

"Mute it!" said Optimus, cutting him off in mid-rant. The gray mech's grin was replaced by a scowl. "We're not crawling, and you're not going to get a chance to gloat. Not today, Megatron. Yeah, we need you, but if you don't want to help, you can stay here and rust for all I care," he said, turning on his foot and preparing to leave.

"Wait!"

Optimus stopped and, with deliberate slowness, turned back around. He'd never planned to leave, the show was just that. To remind the prisoner of his situation. Megatron, recognizing this, cursed under his breath. He was being played. Manipulated. By Autobot scum.

"Obviously whatever it is, it is important," stated the Decepticon General, determined to regain some measure of control over the situation. He would approach this on even terms, at the very least. "Or you would not be here. Tell me what is going on."

Recognizing that the proper negotiations were beginning, Optimus Prime laid his cards on the table for his one-time foe to see them all. "There's a... a monster," said Optimus. "A behemoth metal monster the size of a small moon. Its heading right for Earth. It's already torn Charr to pieces and came close to destroying me and my crew as well."

"Ordinarily I would find that commendable," stated Megatron in a cold tone of voice. "But I suspect there is more to this."

Optimus nodded. "It's on a direct course for Cybertron. We have to stop it at Earth, but if we can't..."

The gray warrior mused over this. "And you need the Decepticons aid? A bit desperate, aren't we?"

"At this point we need every Cybertronian we can get our servos on. And yes, that includes you and the Decepticons. Like it or not, you're transformers just like we are. Surely you care what happens to Cybertron."

Megatron nodded. "How long do we have?"

"Twenty-five mega-cycles. In two days Earth is going to be an asteroid field."

* * *

**Deep Space**

Pain. It was not accustomed to such pain. For eons it had drifted in the void, its only pain the gnawing hunger of its insatiable appetite. It had sated that by the moons and asteroids in its path, though they were paltry things compared to what lay ahead.

The pain of battle remained, slight aches and dull agonies that slowed its progress and weakened its power. It had to stop and recharge, else it would not be ready when it finally reached its goal. When it came back to Cybertron. And devoured it.

A passing system came into view, and its maw opened wide as it beheld a tiny, errant little world. Though it had no means of knowing so, it was known locally as Pluto, and had recently been de-classified from being a planet to a smaller spatial body by the solar systems inhabitants.

It was no matter. It was sufficient to curb the great destroyers hunger for a while longer.

* * *

**Cybertron Stockade, Level Zero**

For a long while, the only sounds present in the holding cell was the oppressive hum of silence. Megatron considered the offer presented before him as he did all things. From every possible angle, overlooking nothing. He wondered how much of it was true. What benefit Prime could have for lying to him. What benefit he could gain by fighting alongside them. And as always, how he could best use this situation towards the great Decepticon Cause. Always for the Decepticon Cause.

Finally, he spoke.

"I accept your offer, Autobot. Now, release me."

Optimus Prime frowned at his one-time enemies tone, but nodded, and brought in Sentinel Prime. The Warden of the Stockade, the blue mech didn't look any more pleased at this than Optimus was, but orders were orders, and he'd gotten his directly from Ultra Magnus himself, the number one head honcho of all of Cybertron's military. He pulled out a remote and clicked the button. Megatron's restrains retracted into the wall, leaving the Decepticon General free.

The newly free tyrant made a great show of stretching out his now freed limbs, before grinning wickedly. Optimus Prime suspected, deep in his spark, he'd just made a crucial mistake. But there was no going back now.

"We've set up a relay station for you to contact your Decepticon troops," stated Optimus. "If you'll just follow us."

"Of course. Lead on, Autobot," he said.

Optimus bristled at his condescending tone. "I have a name," he reminded him.

"Do you? It must be beneath my notice," he stated, stepping past both of the Primes and into the corridor. Optimus angrily bit off a retort. Megatron was trying to rile him again. He wouldn't rise to the bait.

The General of the Decepticons was escorted, under heavy guard, out of the Stockade. There, he assumed vehicle mode, arms and legs sliding away, replaced by sleek wings and a pair of tilt rotors, but was cautioned not to rise above a certain altitude. Flying overhead, Jetstorm and Jetfire would shoot him down if he did, the twin Autobots flying in colorful circles over Megatron. Reluctantly, he agreed, and followed behind the trucks Optimus and Sentinel as they guided him to the Space Bridge Network. More than a few Autobot civilians fled in terror at the sight of Megatron, even with his Elite Guard escorts.

* * *

**The Axalon, Fringe of Autobot Territory**

_Beep. Beep. Beep._

"Incoming transmission boss-bot," rumbled Brawn from his seat, glancing up at the command chair, where the Axalon's young Prime sat.

Rodimus Prime nodded. "Put it through."

Brawn complied, and moments later the vid screen was occupied by the faceplate of Ultra Magnus. Rodimus instantly sprang to his feet, servo slapping against his faceplate in salute.

"Ultra Magnus sir."

"It's just a recordin'," Ironhide put in with a smirk, checking the information. Rodimus relaxed a little at that.

"This message is being sent to all ships in the Autobot Fleet. You are to cease all activity and immediately rendevuez at the following coordinates, encoded in this message. Maximum speed, all due haste. When you have arrived you will stand by for further orders. The future of Cybertron is at stake, far more than ever before. Since the end of the Great War, I... we... have done all we can to ensure the future and safety of our face. Today, I ask you to continue to do that once more. That is all."

The transmission ended.

"You heard the man," said Rodimus, reclaiming his command chair. "Roll out!"

* * *

**Cybertron Space Bridge Nexus**

Megatron scarcely paid Ultra Magnus any more attention than he had Optimus when he arrived, sliding easily into his robotic form in mid-air and landing with a dull thud on the floor. He gave a nod when he spotted Strika, Lugnut, and Team Charr standing ready by the glowing Space Bridge. Good, everything was proceeding exactly as he had hoped it would. He did so enjoy it when plans came together neatly. Surprises annoyed him.

"Great One," began Lugnut, ever eager to put himself in his glorious leaders good graces. "I..."

Megatron silenced him with a glare, and then glanced back at the Autobots. "I had need of a tachyon transmitter. Have appropriate measures been taken?"

Ultra Magnus nodded as Sentinel powered up the transmitter nearby. "Each Space Bridge is standing by," replied the Magnus. "Order your troops to the locations indicated. We will transport them in groups of no greater than six. Each group will be transwarped here, then directly to Earth. Autobot forces are converging on the planet now."

Megatron nodded, and powered up the transmitter, immediately sending out the encoded signal to contact all Decepticons. Despite certain reservations, even he recognized the need to consolidate his forces for one massive conflict. Even the Decepticon reserves were to be called into place.

To his surprise, the first to reply was his old right-hand, Shockwave.

"Greetings, oh great one. It is a relief to hear from you again."

"Shockwave. There have been developments. What is your current status?"

"I am on the planet Earth, with a small contingent of Decepticon warriors. We were preparing a way to storm the Stockade and free you, great Megatron... but I can see now that is unnecessary."

"No. Prepare for battle. And more importantly, prepare for incoming troops. The Earth is about to become our battlefield. Out."

"Understood, sir," replied the one-eyed Decepticon as the transmission ended.

Megatron immediately set to work under the watchful eyes of Ultra Magnus and the two Primes. By his command, Decepticons began to mobilize, flying through the Space Bridges all across the universe, materializing briefly on Cybertron, and then were transported to Earth. Ultra Magnus meanwhile kept in contact with the ships approaching the tiny organic planet, keeping regular updates on the Autobot presence heading there. Virtually two-thirds of the entire Cybertronian race was going to be present for this battle.

Hopefully it would be enough.

* * *

**The Well of All-Sparks**

Sitting cross-legged in the void, hands clasped before him, Prowl sat, and watched, and waited. Closing his optics behind his visor, he began to hum, utilizing the power of processor-over-matter.

Ironically, he had Soundwave to thank for his most recently developed abilities. Thanks to his time in the virtual reality prison that the Decepticon had employed on him and the other Autobots, he had learned how to manipulate and alter the pseudo-reality of the All-Spark void with his Processor-Over-Matter technique.

And now, he had found another purpose for it.

He sent out a call.

A bell seemed to ring in the void, one that would echo throughout the entire universe. Anyone with any sensitivity to the All-Spark, anyone with any training in Processor-over-Matter, would hear it. The students of Yoketron, scattered across Cybertron and its colonies, and some even further still, would answer.

Prowl rang the bell of his mind again. And did his best to fill them in and call them to Earth. Where the fate of two worlds would be decided.

* * *

**Cybertron Space Bridge Nexus**

"Everything is ready for your arrival, oh great one," intoned Shockwave over the communications line, from his position on Earth with the Decepticon forces. Team Charr had already joined them, leaving Megatron the sole Decepticon still on Cybertron. "We stand ready to follow the great Megatron into battle once more."

The older gray mech nodded, switching off communications as he stepped towards the glowing space bridge for his own trip to Earth. There he paused, however, for one final threat. "Remember our deal, Autobots. When this is over, I go free. This changes nothing between us."

Ultra Magnus nodded with a soft sigh. "Nor will it ever, it appears. But better to risk the future of Cybertron than sacrifice its present. Good luck to you, Megatron."

Nodding, Megatron himself approached through the Transwarp gate. "I make my own luck," he muttered as he slipped through the swirling blue energies. Within moments, he would reunite with his Decepticon forces on Earth.

Optimus Prime and his crew started to step forward... but Ultra Magnus upraised a servo to stop them.

"Sir?"

Weariness stretched across his face as Ultra Magnus turned to Sentinel Prime at the control station. Nodding, the blue mech keyed in the sequence to shut down the gates. The bluish bubble of energy slowly flickered and died away, leaving the Autobots puzzled.

"Sir, what is going on?" asked Optimus. He had a sinking feeling in his spark.

Ignoring him, Ultra Magnus strode over beside Sentinel, who was speaking into the vid screen, obscured by static. Artificial static. "Decepticons on Earth, can you read me? Can you hear me? We are experiencing some fluctuations in the Space Bridge... field..." he hesitated after a moment, then came up with the first word to pop into his processor. Shrugging, he continued on. "We need a solar cycle to get it up and running. We'll try and send in remaining troops as soon as we can. Hold out until then. Repeat, hold out until then."

Sentinel let the static continue for a good minute longer before flicking off the vid screen.

It dawned on Optimus Prime in moments.

"You're not sending us in at all, are you?"

Ultra Magnus shook his head. "If the Decepticons can halt the threat at Earth, so much the better. But if they fail, Cybertron remains our top priority. All Autobots are being recalled here. We cannot afford to waste our forces in a foolhardy and dangerous attempt to protect another world outside of our territory."

"This isn't just another world, its Earth! It's been our home for a while now!" said Optimus Prime vehmently.

"And its still my home!" shouted Sari, zipping up to Ultra Magnus' eye level via her jet pack. "What about my dad?! Don't you care?!"

"Our prime responsibility is to Cybertron and its people," repeated Ultra Magnus.

Sentinel Prime was quick to move to the Magnus' defense as well. "For Primus' sake, Optimus, they're just Decepticons! Nobody cares if they get slagged!"

"I was given the okay to bring them into an alliance, not throw them away as cannon fodder. If we do this we're no better than the Cons themselves! No, uninstall that, we're _worse_!"

"How dare you-!"

Optimus turned on Ultra Magnus, ignoring Sentinel, who continued to splutter indignantly. "Sir, don't do this."

Nearly nose to nose, Ultra Magnus did not even blink an optic. "It's done," he said. "Optimus Prime, you and your crew are to stand down. Now."

The younger mech was about to object, very violently and rank be damned, when their came the sound of dull thuds, and he realized Jetstorm and Jetfire had just landed to either side of him, and likely had primed their weapons. The twins were all but hard-wired loyal to the Magnus, if he told them to attack, they wouldn't hesitate to blow Optimus away. Neither would be much threat to Optimus normally, but if a fight broke out in the middle of the Space Bridge Network, it would accomplish nothing except to further divide their forces. Too also, there was his crew to consider. They could be hurt if something happened. Reluctantly, Optimus Prime backed down, and motioned for his crew to do the same before violence erupted.

If Ultra Magnus sensed their hesitation and anger, he gave no sign of it. His orders were clear. "Return to your post. That is all," intoned Ultra Magnus, before he assumed his vehicle mode and made his way out of the Space Bridge port. The colorful twins followed in their own flight modes. Sentinel also turned to depart, but typical ego had him deliver one last message before he left.

"You ask me," muttered Sentinel in an audible undertone. "We're better off without a bunch of filthy organics in the first place." He slipped into vehicle mode and took off down the streets.

Behind him, Optimus Prime was literally trembling with rage, his limbs shaking. Without warning, his servo lashed out, and his fist struck a nearby panel, digging in nearly a foot before he drew his fist back and growled in satisfaction. The panel spluttered sparks weakly, then went dim.

"Prime... what do we do now?" asked Bumblebee tentatively.

* * *

**Earth, Decepticon War Camp**

During the Great War, hundreds of Decepticons had risen up in an attempt to overthrow Cybertron, and after it had run its course and they had been defeated, they had been reduced to scattered remnants, ilking out a bitter existence on the fringes of the universe. This had been by Megatron's command himself, reducing them to smaller factions, each able to operate independently until word from their ultimate commander came through. If one was captured or destroyed, the Decepticon cause would live on.

Now, gathered again on Earth, they were an impressive fighting force. And with their great leader Megatron once more in command, they felt assured of their victory.

Blitzwing was overseeing the organization of troops, directing flyers and the few non-flying Decepticons into battle formations and squadrons. As well as helping break up a few skirmishes that was breaking out amongst rival Decepticon groups. Not all of them saw optic-to-optic, after all. The trouble was, Blitzwing himself was partially involved in a number of the skirmishes, given that one of him wanted to organize them into crisp fighting formations, one of him claimed he could take down this unknown destroyer single-handedly, and one of him was trying to practice his dance moves. Apparently sometime during his last jaunt through Detroit he'd picked up some transmissions on a human custom called "break-dancing."

Meanwhile, in the center of the camp, Megatron reclined on a new throne specially constructed by his loyal Constructicons, and awaited regal as a king as Lugnut brought forward some prisoners for his judgement.

Starscream and Slipstream were thrown forward, servos stasis-cuffed behind their backs as they prostrated themselves (unwillingly) before Megatron.

"So... on-line again, Starscream," murmured Megatron darkly. "And once more trying to usurp command of the Decepticons." He glanced over his shoulder, where Soundwave stood by his throne. Evidently the earth-based transformer had gotten in with Megatron's good graces quite readily and easily. Hardly surprising considering their history together.

"You are proving to be a_considerable_ annoyance."

"That makes two of us," the flyer muttered under his breath.

Megatron smirked at that, amused. "And so we continue our dance of death and destruction, neither one unable to overcome the other," he stated, slipping to his feet and padding his way towards his treacherous second-in-command. Then suddenly his servo lashed out and grabbed a hold of the scruff of Starscream's neck, yanking him up until they were faceplate to faceplate. "Or I could simply obliterate you here and now. And this time have your spark-less body hurled into the sun until nothing remains."

Originally having planned to bluff and bluster his way back into Megatron's good graces, Starscream all but oiled his gears before he was flung to the ground once more. The Decepticon General then turned his attention to the femme clone, wondering what to do with her. She had, after all, signed up for his cause, and fought well, however briefly. But on the other servo, she was a Starscream, and nothing good ever seemed to come from that wretched traitor.

"An explanation?" he asked.

She frowned up at him but managed, for once, to keep her sarcasm to a minimum. "I was abandoned," she retorted. "And then Daddy Dearest and our favorite Boombox," she jerked her head at the two of them in turn, "come along and start things up again, what am I supposed to do? I threw my lot in with the best program at the time, sir."

"Honesty... good. I can appreciate such in my troops," stated Megatron. He made a gesture, and Lugnut was quick to release her stasis cuffs. She slipped to her feet, rubbing her wrists and barely even paying her father so much as a backward glance.

"A situation has arisen. And all Decepticons are required to fight this new menace. As such, you are both welcomed into the ranks of my glorious army. And you will both have an opportunity to prove your worth. Succeed, and all transgressions of the past will be forgotten."

Nearly unnoticed by the others until now, Soundwave stepped forward, his monotone voice cutting through the silence that followed after Megatron's declaration. "_Message from Cybertron: Fluctuations with Space Bridge Field. __One solar Cycle required to repair. Hold position until Autobot's move to reinforce_."

The gray warrior chuckled at that. Did they really think him such an idiot? He knew well enough the Autobots meant to take down this monster planet-killer and sacrifice the Decepticons in one fell swoop. He had not survived for as long as he had by being a fool. But this fit perfectly into his own machinations. For now he had the entire Decepticon Battle Fleet in one place, and once the destroyer was vanquished, Earth would make for an ideal place to set up operations... once the organic filth had been cleaned away, of course. They even had their very own Space Bridge right here. True, it was protected by Sumdac Towers forcefield, and would take too long to claim before the Destroyer arrived, but once that was out of the way, they had all the time in the world to wear it down. And then... glorious victory.

Starscream interrupted his musings. "Just how are we to prove ourselves, oh great and wise Megatron?" asked the jet Decepticon sarcastically, as Lugnut reluctantly unclasped his servos and brought him to his feet.

Megatron gave an eerie grin. "On the front line."

* * *

**Authors Notes**

I know Sentinel and Magnus are being jerks but frankly the Autobots of the Animated continuity were seriously corrupt and arrogant.


	8. Roll Out!

**Cybertron**** Space Bridge**** Nexus**

"What do we do now, Prime?"

Optimus Prime, Elite Guard washout, soldier, Autobot, and reluctant hero, stood to his full height. "We roll out," he stated clearly. Turning, he faced his crew. "We are going to defy orders, go to Earth, and provide backup to the Decepticon forces there. We are going to destroy this abomination before it brings any harm to Earth or Cybertron. And if Ultra Magnus and the rest of the Autobot High Command don't like it, then they can blow it out their tailpipes!" he declared.

Fierce cheering erupted from his crew, who immediately set to work. However, almost immediately they came across a problem. Ultra Magnus and Sentinel Prime had taken the vector key with them. Without it, it was impossible to target a Space Bridge accurately, they'd be sent warping to a random part of space.

"What now, OP?" asked Jazz.

Optimus Prime considered this. "Bulkhead, can you create a... I dunno, a makeshift key? Or jury-rig the bridge up to project us?"

"Well we could..." started Bulkhead. "But it'd take us a solar-cycle, at least. And that thing hits Earth in no time."

"Get started, do what you can. Sari, give him a hand."

"Right!" she replied, zipping over to Bulkhead's massive shoulder, peering over at the console. Her hand stretched out, and she began to link.

Optimus Prime turned to his remaining crew. "This next bit is going to be dangerous. The seven of us aren't going to be enough to make a difference against this thing. But Jazz... well we may have another solution. Remember what Prowl said."

"Prowl?"

Optimus ignored Ratchet, deciding he would have to fill him in later. Jazz obviously realized what he meant, however. "You're talkin' 'bout the All-Spark. You think the prophecy...."

"We need to bring it with us. Even if the prophecy was so much slag, which I'm betting it isn't, the All-Spark is a power unto itself. We've all seen what it can do firsthand. It may be our only hope against this thing."

"But that things under serious security, OP," replied Jazz. "Alpha Trion guards it like a cyber-hawk. How we gonna get it?"

Now that was a glitch in their plans. Optimus Prime gave it some deep thought. Obviously they couldn't charge in, weapons swinging. Alpha Trion was ancient even by Autobot standards but he was one of the most well-respected members of the Autobot High Council, and Ultra Magnus would ensure he and the All-Spark received top notch protection. He wouldn't have to do more than snap his fingers and half the Autobot Elite Guard would descend upon them. His crew wouldn't last a nanoclick. Stealth was what was called for here, but with Prowl off-line, that was one aspect in which Optimus Prime's crew was lacking.

Surprisingly, it was a pretty pink femme who answered. She lifted up her servo as if she was a student in class to get Optimus' attention.

"I think I may have a way," Arcee reluctantly volunteered.

* * *

**Detroit****, Blackgate Prison**

Although Ultra Magnus was (at least in the opinions of some) a cold-sparked bastard, he was not willing to simply throw humanity to the wolves without a little bit of aid. Since the end of Megatron's incursion, Cybertron had been in contact with Earth on and on-and-off basis. Now, the Leader of the Autobots was filling in humanities defenses about a potential new threat and the incoming troops sent to aid them.

He neglected to mention, of course, that it was Decepticons aiding them, and that the Autobots were safe and comfortable in another solar system, but none thought to question his motives. They took his word as if he was Optimus Prime himself.

Nor was Earth preparing to simply sit back and let the Cybertronians save them this time. They had been making preparations of their own ever since the first battle against Megatron, and although they had not been ready before when the Lugnut Supremes had invaded, they were ready now.

In Detroit, at a specially constructed prison called Whitegate, a rotund, balding man with a thick blonde mustache was making his way down to the lower levels, not unlike how Optimus had descended into the Stockade's lower levels on Cybertron not too long ago. And with a similar purpose in mind.

"Can we get some lights in here?," he asked.

Lights flickered on for half a second, then sputtered and died. Biting back a familiar curse, the mustached man stepped past his subordinate and smashed his fist against the console controlling the lights. They obediently flickered on proper, and he gave a satisfied nod. This section of Whitegate was the High Security for Volatile Prisoners section. As the lights came on, they illuminating the occupants, each behind a specially treated glass window which was conducting close to a million volts of electricity. Anyone who tried to break out was in for a nasty shock in more ways than one. Forms became visible within, a green hat from the 14th century, a puff of pink locks, a set of white platform shoes, a large, domed pink helmet, an orange racing stripe, and a pair of eyes with pupils shaped like clock hands.

"Alright crooks and felons, listen up!" Captain Fanzone turned in a circle as he addressed his audience. "Each and every one of you is guilty as sin, just we got that on the table. But the fact is you're also good at what you do. And right now we need that. So here's the deal: you join up with us for this one fight which in all likelihood you ain't walkin' away from. If you do survive, you're cleared of all charges, we find you a nice, honest job workin' for the city. Or you can stay here, rot, and hope you don't get destroyed in the fight anyway."

He let the two options sink in before adding, "Offers good for ten minutes. I got places to be."

"Verily shall I join in this most noble of endeavors!"

"A chance to desstroy machiness? Oh yess, I am definitely there."

"Yesh! Letsh do thish!"

"Alright! Chance to stretch my legs!"

"Don't forget me, hon!"

"Totally awesome! Let the frag fly!!"

* * *

**Chamber of the All-Spark**

The All-Spark, pulsating in its crystalline glory, hovering in the middle of the pristine white chamber.

Before it, two Autobots with less than perfectly pure intentions stood before it.

"Well, Prowl would certainly approve," muttered Jazz, as he and Arcee gazed up at the All-Spark, flickering quietly in the middle of the open chamber. He and the pink femme were the only two in attendance. Like his earlier visit, Alpha Trion had suspended the rules since two heroes of Cybertron were the ones visiting. Hesitantly, Arcee stretched out a servo and caressed the cool, crystalline surface of the All-Spark. Unlike Jazz, however, she received no sort of vision. Mildly disappointed, she supposed one had to have strong Processor-over-Matter to accomplish such a thing. Or Prowl only spoke to Jazz. Either way, she was out of luck. It was enough, however, to see the All-Spark as it was, however. The symbol of all Autobot stood for. Life and Light.

Alpha Trion stepped into the chamber, and the two Autobots whirled around, suddenly doing their very best not to look guilty. Puzzled, he glanced up. The All-Spark was where it should've been, so he supposed whatever they had been doing was no real concern of his.

"Thank you once more for the visit, Alpha Trion," said Jazz, placing one servo in the other and bowing low. "We shall never forget this."

"It was an honor to have such famed heroes visit," stated Alpha Trion with a kindly smile. "I hope the All-Spark has been able to answer your questions and provide you both with guidance."

"Not yet," replied Arcee enigmatically. "But it soon will."

The pink and white transformers moved to depart, when Arcee bumped into the forcefield erected over the doorway and stumbled backwards, clutching her head. A mild shock had run throughout her system. Blinking her optics, she relied on Jazz to support her as Alpha Trion, belatedly, lowered the force field, apologizing profusely. "I am sorry," he said. "Security precautions. By the order of Ultra Magnus."

Clutching her torso protectively. "No no it is alright, we... I... am undamaged," she managed after a moment.

Mildly puzzled, Alpha Trion watched as they departed, Jazz slipping into his vehicular mode and giving Arcee a ride. Young bots were such strange machines, he decided.

He never looked back. If he had, he might've noticed the All-Spark flicker for just a moment. Or, more importantly, the hologram inducer now located beneath it. Projecting an _image_ of the All-Spark in its place.

Destiny was moving forward, despite the will of the Autobot High Council.

* * *

**Dinobot**** Island****, Predacon Base**

Trapped in a small storage room (he theorized it was for stasis-sleeping crewmen to rest) Professor Isaac Sumdac did his best to analyze his situation and come up with a solid plan. To put it bluntly, it was grim. Kidnapped, trapped, surrounded by enemies. It looked about as bad as it had when he had been a slave to Megatron and the Decepticons.

However, that fact gave him an unexpected but welcome edge. Black Arachnia and her fearsome cohorts had left him wholly alone, not in a glass cage like Megatron. The Decepticon General had wanted to keep a watch on his 'pet' at all times. But Black Arachnia did not. As far as he could tell by hearing the door, he didn't have any guards either. They were trusting to the fact that an admittedly out of shape middle-aged human could not break down a deadlocked, cybertronian steel door.

Potential.

Examining his situation, Professor Isaac Sumdac put what he knew about the Autobots to good use. And considering how much he knew about them and the transformer race in general, that was a good deal of use. He knew, for example, they had to fuel up on energon (even though they seemed to prefer and supplement this with oil), which meant this probably had a... he tapped at one plating, then another.

Aha!

Not the strongest or fittest of men, it took him some huffing and heaving to pry the plate loose from the wall, but it was well worth the efforts. Some cabling was there, but it was more than big enough for him to climb into. He pushed aside some cobwebs, grateful beyond all measure they were not the sort of thing his hostess spun. But the wreck had been here a while, after all. Grimly mustering his courage, he pushed on.

The exit to the tunnel was in the energon bay, near the engineering section of the ship. If Isaac was correct, the main hallway led down to the storage bay. The crashed Lugnut Supreme had designs similar to Omega Supreme, and Isaac had been on the latter long enough to recognize its corridors.

Clever girl that she was, Black Arachnia was well aware of the increased Decepticon activity on the edge of Detroit, near the mines, and was grateful she had possessed the foresight to have her base hidden from view by the Dinobots. Safe inside, none of the Decepticons would trouble them, which was exactly how she preferred it. True, she was a Decepticon of sorts, but it was always a 'mutual benefit' agreement. And after finding the All-Spark had been largely useless to her, loyalty to the Decepticon cause was not one of her strong points.

Her troops were all inside, the Dinobots roughing it out inside of the storage area, which Isaac deftly slipped past towards the bridge. He contemplated a break for the exit, but they were too close and bound to notice if he did. He would have to settle for calling for help first. He could then assess his options. Maybe a distraction to lure them away.

Of Waspinator there was no sign, and for that, he could not be thankful enough. He prayed to whatever Gods were listening to never let him ever see that abominable monster or his mistress ever again.

Finally he found the bridge, and finding it empty, tried the communication consoles. To his relief, they lit up. This section of the crashed ship still seemed to work. He tapped in a key code he knew by heart and sent a message to Cybertron and to his little girl.

Sari's face flickered into view, she looked deeply concerned.

"DAD!"

"Sari thank goodness, listen I may not have long, there is something terrible coming, I-...!"

The transmission abruptly cut off. Static filled the screen in its place. Frowning, Professor Sumdac tapped down on the console. He was sure he hadn't mucked it up, the transmission should have been spot on. He hadn't even touched any switches, yet...

A eerie chittering met his ears as he turned around, eyes opening wide in horror as he beheld a purple spider lurking behind him, one of its clawed legs extended, having tapped the console opposite and shorted out the transmission.

Black Arachnia had previously had a real quandary on her hands. She needed Sari Sumdac, but the smaller techno-organic was on Cybertron. And even if she suddenly cast aside the Decepticon symbol on her collar, she was not welcome there. Not as a filthy organic and a war criminal to boot. She needed a way to covertly lure Sari to neutral ground. To Earth.

And she had just baited the bait. And now her real prize was coming.

"I told you, Professor," she purred, as she lowered herself to the ground and began to make her way closer, filling his field of vision. "One way or another... you would help me."

* * *

**Cybertron**** Space Bridge**** Nexus**

Arcee and Jazz rejoined the crew of the Ark at the Space Bridge network. Optimus Prime had managed to convince the operators of the Network that Bulkhead and Sari were doing maintenance work. Between Bulkhead rattling off complex mathematical equations and Sari "accidently" revealing she was part organic, no bot wanted to be within five hundred meters of any of them. Thus, they were work in relative peace when Jazz and Arcee returned.

"Do you have it?" asked Optimus.

Arcee held up her hands, and her torso-plate started to slide open. Bumblebee's optics nearly bugged out of his head before Ratchet slapped a servo over them, giving Arcee some privacy as she drew out the All-Spark and let the plates slide back into place.

"The All-Spark," she stated, offering it to Optimus.

"Unite two worlds, gotta be you, OP," added Jazz. "You brought Autobot and Decepticon together, even if it's for just one showdown. Gotta be what Prowl meant."

The All-Spark started to slip from her hands, and she fumbled for a moment, almost dropping it. Bumblebee moved quickly to catch it in her place, and handed it over to their Prime.

Optimus gently took the All-Spark, holding it in his servos. Gazing into it as if all his answers lay within, which they likely did. However, if they did, he could not yet see them, and he gave a heavy sigh, gathering his strength. "Let's hope so," said Optimus Prime. "If Prowl was wrong, we're going to be in serious trouble. No, delete that, we are in serious trouble already. This is going to be extremely dangerous. Even if we survive this we're going to be considered traitors, not heroes. Anyone who wants to back out now, you won't hear a single bad word coming from me."

Optics glanced between one another, as Optimus and the crew of the Ark considered the ramifications of what they were doing.

However, Bumblebee summed up their thoughts perfectly. "Back out?! Are you nuts? Uninstall that!"

All eyes turned to the yellow mech. "This is the right thing to do Prime. I don't care what Ultra Idiot and Sentinel Jerk say. Earth deserves saving every bit as much as Cybertron."

"Hell yeah!" Sari added, hovering near his shoulder.

Ratchet stepped forward, placing a servo on Prime's shoulder. "You've proven yourself to us, lad. Now it's our turn to prove ourselves to you. We're not going anywhere."

And Optimus Prime could not have felt prouder in that moment as he slid the All-Spark into a compartment in his chest. He could feel it pulsating right beside his spark, but unlike Megatron, was not interested in combining the two. It was too much power for one bot to have. "Alright then. Bulkhead, what's the status on the Space Bridge?"

Bulkhead shuffled nervously, and behind him, one of the panels chose that moment to splutter weakly, spitting sparks before dying. "Uh... not so good, boss-bot," he admitted. "The dampeners shorted out, and without them we can't triangulate..."

Opitmus Prime held up a hand to stop his enormous subordinate before he bored him into stasis-lock. "Can it be done anytime soon? Yes or no, Bulkhead."

The larger green bot shook his head.

"Then all we need now is that vector key," mused Optimus.

"Perhaps-this-will-suffice-then!"

Heads swiveled around, as a object was tossed through the air. Bulkhead managed to catch it, and more importantly, not to crush it in his oversized servoes. To his surprise, it was exactly what he needed. A vector key! And of the exact size and make too!

A sky-blue Autobot leapt down to land amongst them, giving a crisp salute.

"Agent Blurr... well I suppose now I am just Blurr. Reporting. Optimus Prime. Sir," he stated, each word fast as a bullet.

"Blurr? What're you doing here?"

"Repaying a debt I owe," he said. "Two debts. One, I owed Ratchet and Sari for bringing me back on-line. Two, I owe the Decepticons the skid-plate kicking off a lifetime! Three! Well... Suffice-to-say-I-have-a-third-reason-but-its-not-important-right-now...."

Optimus held up a servo to stop him. "Nevermind that. Does that mean you'll be coming with us?"

"Affirmative sir, if you'll let me."

"We'd be honored."

Suddenly the terminal lit up, and Sari's personal comm. started beeping like crazy. An incoming transmission for her. But from who? The only person who knew the frequency outside of her Autobot friends was...

"DAD!"

She rushed to the terminal, flicking the switches to transmit. The image came up immediately of her father, haggard and with a few more white strands of hair in his head. He looked frightful.

"Sari thank goodness, listen I may not have long, there is something terrible com-...!"

Static cut him off, and Sari cursed, slamming her hands down on the console. Alas, the signal was lost. Her fingertips unfolded and branched out into a dozen digits as she tried desperately to restore it, but even her powers could do so much. Professor Isaac Sumdac had been cut off at the source. He was gone.

"We have to get to Earth NOW!" she said.

Optimus Prime nodded, even as Blurr and Bumblebee activated the bridge and Bulkhead set the proper coordinates for Earth. Specifically, the tiny but special city of Detroit. Blue energy flickered and then coalesced into the glowing orb that was the entry point of the Space Bridge wormhole. The energy washed over the Autobots, bathing them in a azure glow as they stood and prepared to enter. Optimus Prime gaze the order they had been waiting for to hear.

"Autobots... Transform and Roll Out!"

* * *

**The Predacon, Deep Space**

In the darker regions of space, a ship floated in the void, hidden and unseen in a asteroid belt, the large rocks drifting past. Those that came too close were bounced off of a deflection shield built expressly for that purpose, though apart from that, no energy was being emitted by the ship. It was inert, hiding, waiting. Even the bridge was dark, save for a single viewscreen. However, that was to change soon. The computer screens began to light up.

This provoked the interest of a shadowy figure, and red optics lit up as its crimson gaze settled onto the screens. Something of great interest was happening.

"Well well... what have we here?" intoned the shadowy figure.

* * *

**Earth, Decepticon War Camp**

"Sir! Perimeter breach!"

Megatron was on his feet in an instant. Humanity had been pecking at their camp's edge for days now, but so far they had kept their distance from the Decepticon army. Wisely, too, for though he had no qualms about ending their miserable organic lives, neither did he have any interest in doing so. So long as cockroaches kept out of their energon, the Decepticons would permit them to live.

But to panic his lieutenant so badly, could only have meant...

Megatron smirked faintly as he beheld the small crew that had practically materialized into existence in the very midst of their camp.

"So, the Space Bridge Network is not so inoperable after all," he mused aloud, regarding them. Their Prime, two younger mechs with barely a kilobyte of ram between them, the older mech more than ready for the scrap heap, two Elite Guard turncoats, the key's tiny caretaker, and one femme who looked so delicate a strong wind would snap her chassis in half.

"And where are the rest of the Autobots?" he asked sarcastically, spreading his servos wide. "Were we not to fight side-by-side as one against this common menace?"

Optimus Prime frowned. "Sounds to me like you've already worked out that the High Council threw you to the wolves."

Megatron nodded. "But we are not sheep before the wolves... as you are," he added menacingly. Around them, the Decepticons began to cackle and grin wickedly, some of them powering up weapons or slamming fists and claws together. Spittor cracked his whips against the ground ominously, and Blitzwing's insane laughter filled the background.

Optimus glanced left and right nervously, hoping his enemy would see reason. "We came here to help, Megatron. There's no point to fighting amongst ourselves."

The gray general lifted up his arm, aiming the cannon directly at Prime. "Oh, but there is no reason to let you stay on-line either, Autobot."

* * *

**In Orbit above Earth**

It had finally come home. It had finally reached its objective. The destroyed loomed high up in orbit over Earth, moving in closer. The call had come from elsewhere, but here, at long last, the source of its hunger could be sated. True, the planet was infested by organic filth, but that was no trouble, they would be cleansed, fed on, destroyed. Annihilated by the thousands of hundreds. By the billions.

The side of the orange orb began to glow an ominous red as it entered the atmosphere.

* * *

**Earth, Decepticon War Camp**

"For over fifty stellar-cycles I languished in that prison of a Tower, cut off from my loyal Decepticon troops, helpless. Because of you." The gray general idly tugged one of his wickedly sharp swords out of its sheath and held it up. "All my plans to reclaim Cybertron, to restore the proper destiny of the Decepticons, have been thwarted. By you." He dragged it along the ground as he took a step closer to the Autobots, leaving a jagged line in the rocky ground. "For deca-cycles I was imprisoned in the Cybertron Stockade, broken and defeated. Because of you. Now, Autobot," he held it aloft, his reflection glinting in the blade's shiny surface. "It is time to repay my debt in full."

Prime readied his axe, extending the pole to get a solid grip with both servos. Behind him, he could hear Bumblebee and Ratchet powering up their weapons. Sari's vibrating blades also slid into place as she took up a fighting stance. Megatron smirked at their display. "Once we are finished with you /and/ this so-called destroyer, the Decepticons will rise up to conquer Cybertron and finally reclaim our rightful destiny. You have lost, Autobot. And now... prepare... to..."

_Boom._

A sound so massive it seemed to shake the planet, and everyone stumbled, if briefly. "What was that?" asked Megatron, for the moment lowering his weapon.

Soundwave was at his side in an instant. "_Incursion detected," _he reported, and for once his voice held a trace of emotion. It was wavering with fear._ "Something has entered orbit. Something on massive scale. Unknown classification_."

* * *

**Detroit**** AF Base, Tactical Missile Command**

Earth was hardly unprepared, however, for the destroyers arrival. Under the advice of Professor Isaac Sumdac, godfather of the robot revolution and longtime ally of the Autobots, a salvo of nuclear missiles had been prepared for if and when Decepticons tried to attack the planet in one of their big warships. They were being prepared for when the abomination arrived, and Captain Fanzone was assisting the military in coordinating the strikes, since the impact was going to be over the city of Detroit.

"Captain? We're ready here," indicated one of the techs.

Captain Fanzone nodded. "Fire," he stated simply.

* * *

**In Orbit above Earth**

The tactical nuclear warheads detonated against the heavy orange plating of the metal destroyer, leaving dents and scorches in the surface. Despite this, they were not causing nearly enough damage, and it was coming closer. An ominous roar echoed throughout Earth's atmosphere as flames lit up along the sides of the mighty metal orb.

"**YOU UNDERESTIMATE ME, FILTHY ORGANIC CREATURES**."

Stunned silence for perhaps half a nanoclick.

"It... TALKS?!" spat Bumblebee in absolute shock.

As it descended into the atmosphere, flit by angry, unholy flames, the orange sphere shuddered, and suddenly... began to change. To transform. Panels and compartments slid away, revealing arms and legs, and a mighty horned head arose from within what became the chest. The rings which had encircled the sphere folded in and became a spiked cape along its back. Or a pair of skeletal wings. With another mighty roar, the great destroyer came crashing down onto the surface of the Earth, so hard the entire planet shuddered. His mouth opened wide as crimson eyes glared angrily from within his angry face.

"**I AM... UNICRON**!!"

"Sweet Merciful Primus..." breathed Optimus Prime.

"Its not just a destroyer... it's a TRANSFORMER!!"

Kneeling low, Unicron slammed his mighty fist into the surface of the Earth with another mighty shudder, burying it in the soft rock up to the wrist. Then, his hand transformed yet again, and became a drill, boring deeper into the Earth.

From a distance, the assembled Cybertronian warriors watched in mounting horror. None of them could have possibly been prepared for anything like this. None of them had any idea what to do. Decepticon and Autobot alike looked to their leaders for guidance.

"What's he doing?" asked Bumblebee, puzzled by the self-proclaimed Unicron's odd tactics.

"Looks like he's trying to suck the planet dry... Unicron must survive by boring into the core at the center of any planet he finds and draining it dry," Arcee stated, somehow managing to keep her vocalizer stable. It was, after all, one thing to teach about in class, and quite another to witness first hand. "If he succeeds, Earth is going to shatter."

"Whole place'll crack like an empty egg," added Jazz. "Bad scene."

Optimus turned back to face their erstwhile ally, Megatron. "And Cybertron is next. Now will you join us? Properly and truly?"

The Leader of the Decepticons frowned darkly, but reluctantly lowered his sword. "It seems I have little choice in the matter."

Optimus Prime nodded. They understood one another.

"Autobots!"

"Decepticons!"

"Transform and roll out/rise up!"

* * *

**Authors Notes**

And so begins the final battle.


	9. Battle of Detroit

**Edge of Detroit, Earth**

Metal arms and legs folded back to reveal wings and wheels as the two factions, Autobots and Decepticons, began their dual assault against Unicron. More than a few battle cries were issued as the fliers came in low, launching missiles and null blasts, while the ground transformers sped in along the rocky terrain, heading for one of Unicron's legs. Angered by the interruption, Unicron lashed out with his enormous spare hand, scattering the fliers. Many of whom he missed, but more than a few that went careening out of control to crash into the ground. Some were scrapped, some didn't suffer worse than a few dents and dings.

Three of the Starscream clones quickly rejoined in the air, Ramjet and Thundercracker joined by Slipstream as the three of them climbed higher into the sky, screeching through the cloud layer and then making a beeline for Unicron's face-plate, pelting it with null ray blasts. At first ignoring their attacks, Unicron lifted his head up slowly as their blasts became increasingly annoying.

"**INSECTS**," he declared, his eyes glowing an ominous blood red, like a crimson sun.

"Oh slag," Slipstream said, having the good sense to dive. With seconds to spare just before the planetary destroyed unleashed an optical blast of ruby energy which flat out obliterated her cloned siblings. Thundercracker and Ramjet barely knew what hit them before they were destroyed by the energy blast and reduced to little more than ash. Slipstream dived low to rejoin with the others, peppering Unicron's dull orange, metallic form along the way. Her null rays, feared and respected even by Decepticons for devastating power, amounted to little more than tickles, but she kept at it all the same, hoping to find a weak spot.

However, the Decepticons initial attack had certainly distracted Unicron, such that when Bumblebee and Blurr came rolling up before his enormous foot, neither received much notice. Sliding easily into robot mode, they opened fire with their stingers. Bumblebee's had superior firepower thanks to his unregulated upgrade, but Blurr was faster, and took three or two blasts to every one of Bee's, putting them at about even.

"This-is-barbaric!" muttered Blurr as he zapped at the armored hide of Unicron. "I-am-programmed-for-espionage-not-destruction!"

This time, however, Unicron chose to ignore them. Or at least, did not directly retaliate. However, as they watched, panels slid open along his legs and feet, and tiny robotic spiders began to march rhythmically out of them, streaming towards the transformer attackers. Barely half the size of Bumblebee, they were individually little threat (proved as he blasted one to bits with a single stinger blast) but they were swarming out in great numbers. Pretty soon, the Autobot line on the ground began to crumble and waver.

"What the heck are these things?!" asked Bumblebee, zapping left and right to get some breathing room.

"Unicron is of such enormous scale, these must be his minibots," said Ratchet, grabbing one of the orange spiders and crushing it in an magnetic field, then flinging its broken shards at the others. "They defend his inside against foreign substances the same way ours do... except to him... we're the foreign bodies!"

Several electrical bolts rained down, clearing the ground around them. "Sorry I'm late guys!" shouted Sari, as she zipped overhead, carried by her jetpack.

"Kid! EMP!"

"Sari, get back!"

Bumblebee nodded and sent out a long electrical blast to coincide with Ratchet's magnetic burst as Sari pulled herself out of harm's way (though the energies would've likely done nothing untoward to her, just shorted out her pack, there was no sense taking chances). The two fields collided and washed outwards like a heavy wave, knocking down more than a few of the orange spiders, which twitched and collapsed onto the ground. But more were coming, and they couldn't keep it up for long.

* * *

**Edge of Detroit, Earth**

Noticing the destruction of the clones (and once more, the death of good comrade names) gave Blitzwing little pause, save to switch personalities to what others termed 'hothead' mode and roar towards Unicron, peppering him with heat blasts, leaving black streaks across his orange plates. As before, they did little damage, and Unicron was quick to retaliate, another ruby blast nearly obliterated the crazed Decepticon. But Blitzwing had one key difficulty that saved him. He had trouble flying in a straight line. Not a single blast managed to hit him, though some zoomed narrowly close as he zig-zagged through the air in a dizzy pattern. Unpredictability was one of his greatest strengths. It threw off Autobots until they were too slagged to retaliate, and one of the reasons why he had made it so far in Megatron's army, despite his obvious mental flaws.

Switching personalities and coolly assessing the situation, he opened comm. links with his comrade Lugnut, bidding him follow up his attack as he swooped in towards Unicron's unprotected back and lay on a thin layer of ice, flash-freezing one of his shoulders.

"Now, my good friend Lugnut, if you vould be so kind..."

Apparently, he would, as the purple behemoth dropped out of the cloud cover and transformed in mid-air, his claws retracting to reveal the devastating explosive modification in his fist as he soared towards Unicron's unprotected back.

"FOR THE GLORY OF MEGATRON!" he roared to the heavens themselves.

The dread Punch hit with the force of a small tactical nuke, cracking the frozen space Blitzwing had provided and shattering it like so much scrap. Alas, it was only the outermost layer of the destructive behemoth, and Unicron scarcely noticed. Determined, Lugnut held on with his other servo and reared back his arm for another devastating Punch. As long as he had a flicker of spark in his chassis, he would fight on, for the glorious Decepticon cause. For the glory of their great leader.

"FOR... MEGATRON...!!"

* * *

**Edge of Detroit, Earth**

Explosions lit up the landscape as Megatron issued out orders to his loyal troops, partly in person and partly over their communicator units. "Starscream, take your remaining clones and hit Unicron from grid Trion. Blackout, provide cover!"

A crash forced him to throw up his servos and protect his optics as Blackout came crashing down, rotary blades still spinning, nearly taking out Strika and Oil Slick as he lay on his side, half-slagged by a blast of Unicron's eyes. Blackout had sustained heavy damage, and kicked up a lot of dust that was taking its time settling.

"Get him back on his stabilizing servos!" snapped Megatron. "I want him back in the battle now! Starscream, go!"

The traitor nodded, saluting mockingly, and then gathered up Sunstreaker and Skywarp at his side, "Right, you two, follow me!" he ordered, as the three of them transformed and hit mach two. The female clone was en route to rendevuez with them.

"I'll provide cover," said Optimus Prime.

Megatron barely spared him a glance. "You? What can you do, Autobot? You can't even..."

Prime's faceplate slid up to protect his mouth, and on his back, a plate slid out and his jetpack surfaced, the two stablizing wings extending to either side. With little preamble he took off like a rocket and he angled his way after the Starscreams.

A single gray eyeridge raised as Megatron watched him go. "Oh that is right. I had forgotten you could do that."

* * *

**Edge of Detroit, Earth**

Cut off from Ratchet and left to her own devices, Arcee did her best to keep out of the thick of combat, since she was not designed for it, and had absolutely zero warfare programming. Her presence in the Great War had been to ferry information, not kick skidplates.

None-the-less, when the field of battle shifted and the Unicron drones began to push against the crumbling Cybertronian lines of defense, she was swept up in the tide of battle and onto a high rise interstate highway on the edge of Detroit. Below, the dull orange drones were continuing their assault, and as she watched, Strika came barreling past, obliterating them with powerful energy attacks. Neither the drones nor the Decepticon paid her the slightest bit of interest.

She was not wholly alone, however. One other was with her, one of the Decepticon forces, a diminutive, blocky, blue Decepticon who didn't look like any sort of Cybertronian model she had ever seen or heard of before. He wasn't even aerial, he was a ground model. The only indication of his allegiance was the emblem on his chestplate.

Arcee turned to regard him and was about to ask him about his design (maybe he was a newer model the Decepticons had developed since the end of the Great War) when there came the sharp rasping of metal on concrete and she realized more of the spider-drones were coming after them. She turned to retreat, but realized she'd found herself on a partially constructed bridge. And below were even more of them. They were surrounded and cut off.

"Oh no..." she breathed, wishing it was Ratchet with her and not this silent Decepticon. "I hope you're packing some serious heat, friend."

"_I am not outfitted for combat_," he replied in a oddly synchronized monotone.

"Terrific," she muttered, lifting up her servos and preparing to fight with what little servo-to-servo she knew. Hopefully it would be enough to hold out until a rescue came. "Okay get behind me, I'll..."

"_Unnecessary_," he proclaimed. "_My army is here_."

Puzzled, she looked around, expecting to see Decepticon flyers swoop down from overhead, or at the very least one of their ground troops come along and start smashing up the drones. But to her surprise, she saw neither. However, at the edge of her vision, she caught sight of something else. It took her a moment to place it, but eventually she managed to place them. They were Sumdac Drones. Garbage-Bots, Cleaner-Droids, Police-Robots. They were marching en-masse to aid them. Surprised, Arcee turned back to her counterpart, who raised up his arms as he turned towards his army.

"_Arise, my Robotic Brothers and Sisters. The time has come. Today we fight to save the world that is ours. I, Soundwave, will lead you to victory_," he stated, which would have been a stirring speech had it not been in dull monotone. None-the-less, Arcee could not argue with the results, as drones of silver clashed with orange spiders and began to crush them. The tide of battle, having been turning unfavorably, had at least slowed. Pound-for-pount, the Earth-based Sumdac robots were not a match for their counterparts, but there were enough of them to give the Cybertronians an edge.

"_I will lead you to victory_," stated Soundwave, stepping forward and transforming, his stereos blasting appropriately battle-themed rock music as he took off, leading his unwitting drones into battle. Arcee could only stand and watch in awe. She was so distracted, in fact, she didn't notice one of the spider drones creeping up behind her...

"Arcee!"

Sari dropped out of the sky, killing the engines of her jetpack as her energon hammer slipped into her hands, and with surprising strength she brought it down, crushing the drone before it could harm her friend. She cracked clear through the pavement, and the drone was all but liquefied by the attack. Soundwave's drones seemed to have destroyed most of the others, so they were safe for the time being as Sari let her hammer retract and slide back into place where it had come from.

"You alright, Arcee?" she asked, checking her over for signs of obvious damage. Thankfully, there didn't seem to be any.

"Just startled," she replied. She was about to add more when a transmission cut across the field.

"All fliers, clear the airspace between heights of four hundred and seven hundred meters, we are preparing something special for our overgrown friend here," intoned Megatron over the comm units.

The pink femme glanced up, puzzled. "What's he mean?"

"Not sure, but we should regroup with the others, I lost sight of Bumblebee and Bulkhead," Sari said.

Arcee had merely nodded and, before Sari Sumdac could suggest they walk, had begun her transformation. Arms and legs slid into place at her sides and the white kibble slid back and over to reveal wheels which locked down in front and back. In seconds the shapely femme had been replaced by a sleek motorcycle that looked almost identical to the sorts used by Detroits police force, save for its coloration still being a distinct white and pink, as opposed to gold and black.

In fact, it almost looked just like...

"Let's roll," she replied respectfully, as she took off along the street and towards the rendevuez point, leaving behind one very confused techno-organic.

"When did she have time to scan for an vehicle-mode?" she wondered. Then, shrugging, decided to follow in similar fashion, and fired up her jetpack to take to the sky once again.

* * *

**Edge of Detroit, Earth**

The great wrecking ball smashed down hundreds of drones as it completed a sweep, and Bulkhead grinned in satisfaction as he saw the swath of destruction. But more were still coming, despite his best efforts. There were too many.

"Incoming!!"

Bulkhead barely had time to dive out of the way as an garbage truck came barreling past, rolling over the bodies of the spider-bots and crashing into a nearby building. It transformed quickly into a slagged on-and-off again Autobot whom Bulkhead recognized as Wreck-Gar.

The strange mech glanced up, tried to say something, but it seemed he was unable too. His vocalizer was shot, and he was leaking oil all over. He looked in pretty bad shape.

"Stay here, I'll get Ratchet!"

Bulkhead returned with Ratchet moments later and covered them both with his wrecking ball as the older medabot did his best to issue field repairs, using a laser scalpel to zap at Wreck-Gar's vocalizer. To his surprise, however, when he lifted a panel to see how badly it was damaged, some marbles came spilling out to scatter all over the ground.

"Oh this is not your day kid," he muttered. Wreck-Gar's makeup was almost quite literally spit and gum since he was animated from garbage. It would be difficult to repair him. "If I had a sonics disc I could repair your vocalizer, but where in the Pit am I...?"

Wreck-Gar gestured weakly, one optic closed, towards the pack on his back. From experience, they both knew it contained virtually anything you could need, if disheveled and scrapped. Still, some hope was better than none, and Ratchet rummaged around the outer edges of the pack to try and find something he could use. Finally, he believed he had. A compact disc the humans enjoyed. Though it was musical in nature, it should serve. Quickly he popped it out of his case and inserted it into the side of Wreck-Gar's head, adjusting one of his knobs to find the frequency of the disc.

"... like a surgeon, hey...!"

Ratchet grumbled, idly slapping the side of Wreck-Gar's head, as if he was a battered computer. He saw humans do it all the time to get their machines working.

"... all about the Pentiums, baby...! ... don't wanna be a Canadian idiot...! ... next weekend on the Price is Right...!"

Ratchet sighed heavily. "I'm sorry old friend, this is the best I can do right now. When the battle is over I will try and get something more concrete but for now, this is going to have to do."

"... this is the life...!" Wreck-Gar muttered, rubbing his head, the cheerful tone of the lyric ruined by his disheveled appearance. Then, his blue optics wide, he pointed over Ratchet's shoulder at an oncoming wave of spider-bots. Evidently Bulkhead was being overwhelmed.

Static. "... it's time for us to join in the fight!!" he stated, grabbing from the pack on his back a car fender as an improvised club. He cheerfully charged into battle, music blaring from the sides of his head that seemed oddly appropriate for the strange Autobot. Shaking his head, Ratchet activated his magnetic clamps and followed, blasting at the spider drones to try and drive them off of his bulky friend.

"Trouble?!" called out Bulkhead over his shoulder as he swung his ball in a loop then smashed another drone.

"Could be worse," muttered Ratchet, grabbing up some of the drones about to ambush Wreck-Gar and flinging them into the sides of nearby buildings, smashing them to bits.

"Good can you two take over here? I have to go help the Constructicons, they're messing with some new weapon and using Space Bridge components to build it. I want to make sure it doesn't blow up in their faces!" shouted Bulkhead, assuming vehicle mode and cheerfully crushing and rolling over more of the spider-bots as he headed off to the mines where his friends were.

* * *

**Edge of Detroit, Earth**

Bumblebee and Blurr zoomed down one of the streets of Detroit, blasting spider bots to pieces with powerful stinger attacks. However, despite their speed (or perhaps because of it) they quickly found themselves in an intersection with forces swarming around them, cutting them off from all angles. They were being overrun.

Concentrated waves of energy, however, proved their salvation, as a purple tank came rolling over the hill and down into the fray, pulverizing the orange spider drones in great numbers, blasting away at Unicron's micro-bots until they ground was covered in charred wreckage.

"No sense in letting good cannon fodder get deleted so quickly," Shockwave casually stated as greetings, his treads rolling over wreckage as he made his way to join Bumblebee and Blurr.

"Ahh Agent Blurr, on-line again I see. I wonder if you were able to outrun being off-line itself."

Blurr frowned, servos shaking, but Bumblebee caught his wrist, shaking his head. "He's not worth it."

His frown growing darker, Blurr shook off Bumblebee's wrist as Shockwave rumbled past, scarcely paying them no heed at all.

"Ah well, must return to the battlefield. We wouldn't want to suffer such a... _crushing_ defeat, now would we?"

When Shockwave was promptly distracted by an incoming wave of Unicron's nanobots, Agent Blurr zipped up, kicked him hard in the shins, and zipped back, almost before the Decepticon double agent could notice.

"There. Now I feel much better," stated Blurr with a self-satisfied nod.

* * *

**Edge of Detroit, Earth**

All around Detroit, people were fleeing in droves, scrambling to clear the streets and buildings being overrun by Unicron's attack drones, which kept coming, unceasingly, seemingly invulnerable to conventional small arms. The police were having some luck with larger firearms like rockets and grenades but only minimal damage was being inflicted. Captain Fanzone was getting ready to call in an air strike when his comm. completely cut out on him. Detroit, and Earth, was largely on its own now. As if he needed more reason to hate machines.

But humanity was far from helpless.

As the spider drones began advancing down one of the streets, a figure came swinging overhead, coming to land on a nearby building as he released his grappling hook, well out of their reach.

"Forsooth! Metallic beasts can nay defeat the Angry Archer!" he proclaimed, then launched one of his exploding arrows, sending Unicron's drones scattering from the following blast. He had no intention of accepting the good Captain's offer, but he also had no desire to see his home and city destroyed. Else where would he find good citizens to rob from?

Apparently his cohorts in crime agreed, as several brightly colored blasts of energy emanated across the street to destroy the spider-drones. Or more likely, Professor Princess just loved a chance to vent her destructive impulses with the aid of her unicron robot/weapon/ride.

An orange streak flit across the landscape, seemingly on every side of the city at once, as Nanosec went speeding into the drones, smashing them to bits with his high-speed kicks and punches, mostly the former, since his boots were reinforced to withstand his extreme movements and his gloves weren't. But he was still causing untold damage and having a good time stretching his legs. A shrill scream caught his attention, however, and with a quick backpedal he headed into a back alley to rescue his girlfriend Slo-Mo, who had been ambushed from behind by one of the spider-drones. He grabbed it up and spun around, hurling it like a discus into the air and far away from her.

"You okay sweetie?"

"Fine hon just... need to catch my breath, take a rest, get back on my feet," she stated, picking up her medallion once again. She'd recovered it from police custody when she'd taken the offer Captain Fanzone had given her. Apparently he'd held onto it while the Autobots took Swindle into custody. It didn't seem to have a very strong effect on Unicron's forces, however. They froze like any machine that she zapped, but unlike the Autobot Bumblebee or a police drone, they didn't take very long to get back to full strength, speed, and functionality.

And more of Unicrons spawn began to descend upon them. "Better make it quick," he replied, already feeling the strain of his attacks wearing on him. Darkness began to encroach on their alleyway, and Nanosec realized too late he'd given them no way out. No where to run.

Salvation descended from above, however, as dark rain began to pour down into the alleyway's mouth, washing over the drones and quickly revealing its nature as a highly powerful acid. Within seconds they were stumbling and melting into so much piles of liquid slag. And within seconds of that, they were dissolved entirely.

"Oh the beautiful desstruction of machiness," intoned a sickly, hollow sounding voice from above. Slo-Mo and Nanosec glanced up to see Meltdown there, rubbing his acidic green hands together. "It bringss a tear to the eye," he said with a sickly grin. "Or it would, at any rate."

A shudder rippled along the street, and the villains turned as one down the way, unsure of what was coming. Was it an Autobot? A Decepticon? Or something worse? Another shuddered. A stomping of big metallic feet. Something big was coming their way.

"Hey noobs! Check out my new ride!"

The stomping's source quickly became evident as a giant mech came around the corner and out of hiding. Its design was an navy blue with thick green tentacles, but its truly hideous feature was the enormous magneta (almost pink) horned head sitting atop of its shoulders. A Headmaster Unit. And within...

"Alright! Total Ownage!" screamed Masterson as he unleashed his rockets and some of Spittor's attacks against the drones, scattering them and shattering their bodies.

Several of the spider robots began to climb up the side of the building where Meltdown was currently positioned and began to advance ominously on him, but the white clad scientist barely spared them a glance. "Please," he muttered, lifting up his still gloved hand and giving a snap of his fingers.

At his signal, two grotesque bio-monstrosities descended, each as big as a buick and twice as ugly, but strong and powerful and eager to destroy machines at their masters command. They leapt down to the ground after finishing off the first wave and joined the others. The Colossus Rhodes joined them as well, pumped up and ready to rip apart machines with his bare hands.

The Headmaster came stomping down the street, passing by Slo-Mo and Nanosec.

"Where'd'ja find that thing?" asked the speedster, even as Meltdown sprayed out another blast of acid from the nearby rooftop.

"Eh this bot was jacked up when I found him, I swear," replied Masterson, his Headmaster Unit's expression changing to match his own. He was trying to look innocent, it seemed. And failing miserably. But he was certainly not failing to reek havoc amongst the spider drones, smashing them with spittor's whips and blowing them to pieces with his own units missiles. The streets of Detroit began to fill up with such wreckage as the members of the Society of Ultimate Villainy added their attacks to his. Individually, each of them may have been a laughable threat to a team of gigantic Autobots, but together they were more than enough force for an army of mindless attack drones.

Some of the Headmasters stray missiles exploded a bit too close to Meltdown's mutated pets, sending his former lawyer crashing into a building and buried under rubble. Sickened by the display, Meltdown flicked his fingers, some of his acidic ooze splashing against the side of Spittor's body, melting it. Not enough to cause damage, though it would have hurt an ordinary Transformer a great deal. Just enough to melt the plates a little.

"HEY! Watch the paint job!"

Meltdown smirked, utterly insincere as he said "sorry, must have slipped."

Masterson fumed but decided he wasn't worth it. Plus if his ride got too badly banged up he could always jack some other bots body.

However, Unicron's mini-bot spiders were not his only defense. Seeing that more muscle would be required he lifted himself up slightly and flexed his massive shoulders. AS with his legs, panels slide aside, and some hideous bat-like metallic monsters then began to pour out, also a dull orange in color, just like the spiders, and each bearing a wicked barbed tail like a scorpion, from which tiny lasers issued forth. They swarmed through the sky like a dark cloud and began to descend upon the beleaguered defenders, Cybertronian and human alike.

The Angry Archer managed to neatly sum up their collective thoughts.

"Methinks we be boned," he muttered, even as he knocked another exploding arrow.

* * *

**Edge of Detroit, Earth**

Executing a graceful flip through the air, Jazz came down hard and crushed two of the orange spider-drones underneath his feet. In an instant his energon-nunchucks were in his servoes and he was cutting a swath of devastation through their ranks, smashing them to bits one by one. Two tried to creep up behind him for an attack at his back, but he sensed them coming and took them out with a metalikatto roundhouse that knocked them aside. They struggled to their feet before another mech came crashing down, impaling one on his iron bo staff. The sickly green visage of Oil Slick became visible as Jazz glanced up, and scowled.

"Oily, been a long time..."

The Decepticon Cyberninja smirked, well aware of what his fellows thought of him. "Couldn't let you guys have all the fun, could I now?" he asked as he twirled his staff overhead and threw himself into the fray, adding his own attacks to Jazz's. The two worked in perfect sync, just like they had in the old days. Before Master Yoketron died. Before everything went to the Pit.

"Any of our other old friends here?" he asked casually, ducking underneath one of Jazz's swings to make a swipe of his own, knocking a drone aside. This one Jazz finished off.

"Nah, Prowl and Warpath are taking a stasis nap, we all know what went down with Lockdown, we haven't heard from Nightbird in stellar cycles..."

A sudden flurry of activity caught by the mechs by surprise as a gray and purple femme leapt past them and tore through several more spider-drones with a pair of golden metallic sai, stabbing and kicking in fine form. Yoketron in his prime could not have operated better.

A smile lit up Jazz's face. "Spoke too soon."

Together, the students of Yoketron returned to the battlefield.

* * *

**Edge of Detroit, Earth**

"Alright you mooks, power up!"

Mixmaster and Scrapper obliged, the former hitting the power switch while the latter ripped off the canvas which had been protecting their latest construction.

"Load!"

Scrapper picked up a metal shell, setting it into position. It was easily twice as big as a football, and shaped similarly.

"Take aim!"

Mixmaster lined up the enemy in his sights, though in truth, he had very little need, given how big he was.

Dirt Boss grinned, and personally pushed Mixmaster out of the way to hop into the control seat. He wanted to do this himself. "Outta the way, you worthless cogs! Dirt Boss does this bit himself!"

"Works for me," muttered Mixmaster.

"Same here," replied Scrapper.

The two of them took up seats by the other construction vehicles they had liberated for their project, and both popped open a can of oil to celebrate.

"Then let's do this. And I got just the thing to give it a little extra kick!" said Dirt Boss with a grin as he slid a panel aside and added an All-Spark fragment to the machine. It began to glow with an ominous aura as Dirt Boss upraised his fist. Bulkhead came speeding down the hallway, transforming so fast he slammed into one of the nearby walls.

"No! Stop!"

Dirt Boss slammed his fist down on the shiny red button. "FIRE!"

Their device fired, massive electrical energy building up in the two metallic pylons, creating an electromagnetic field. The shell inserted within, comprised of solid titanium, was accelerated along the rods until it reached such speed as it became a blur to the optics, firing across the vast distance from the mountain towards Unicron in mere seconds. The rail guns bullet tore clear through Unicron's drill arm, completely severing it at the elbow. Unicron gave a wail of pain... true, genuine pain. But more importantly, his drill was completely shut off, disconnected from its main power source. He wouldn't be able to continue tapping the core. Earth was saved. A cheer rose up from the citizens of Detroit, of all Earth, and even the Cybertronians. They were winning!

Unfortunately, there were less cheers to be found in the cavern where the rail gun had been housed. It had been blown to pieces by the single shot, several long, thick bars having blown backwards, burying the startled Constructicons. Rocks came cascading down as the entire room started to shake, and Bulkhead peered up in horror as he nearly got buried alive. When the rumbling subsided, there was no sign of any of the Constructicons save a pile of metallic rubble. They had been utterly scrapped.

* * *

**Edge of Detroit, Earth**

"Mighty Megatron!" roared Lugnut. "Unicron's defenses are weakened!"

This was exactly the moment the Decepticon General had been waiting for. Without hesitation he lifted up his arms and amped up his communicator. "DECEPTICONS... ATTACK!!!"

Renewed and feverent attacks began in every quandrant as the Decepticons swooped in and opened fire on the seemingly helpless destroyer. With one arm gone and in great pain, Unicron was at only a portion of his full power. But even that was enough to blot out the sunlight as he rose to a terrible height and unleashed another blast of ruby energy from his eyes, nearly cutting the city of Detroit in half as he blasted away at its beleaguered defenders. Six military tanks were vaporized, though Captain Fanzone had the foresight to yank his people out of them before they were destroyed as well. Shockwave was nearly obliterated as well, having been hiding amongst them, but he slipped into robot mode and stepped aside as the blast levelled almost a quarter of Detroit.

A mad frenzy ensued, when it seemed as if everyone was fighting or blasting or being blasted. The air was split by the crackle of null rays and stinger blasts and the almost rhythmic clang of metal on metal. It was bedlam. It was pure mechanized transformer chaos. Amidst the chaos, many fell. Bumblbee was caught by a stray blast from one of Blackouts missiles and sent tumbling, though he was quick to get back to his wheels and return to the fray. Slipstream, however, was not nearly so fortunate when a building exploded next to her, and she was lost in an avalanche of concrete.

The battle was not won yet. Not by a long shot.

* * *

**Edge of Detroit, Earth**

After the Starscreams had been knocked back for the umpteenth time, Blackout was finally operational enough to join them as their heavy support, and Optimus was left to his own devices. Trusting his crew to handle themselves, he dove in low under Unicron and raked his energon-axe along the destroyer's side. It cut through the heavy metal like butter, but like always, didn't seem to do enough damage because of Unicron's raw size. At times like this he almost wished he had the Magnus Hammer in his possession again. Or maybe an ion blaster, he mused, as he climbed higher and prepared for another go, coincidently bringing him up near where Megatron was hovering.

Unicron's head lifted up, his expression furious, his eyes glowing like ruby suns as he tilted his deadly gaze towards the hovering Decepticon General. Maybe he was too tempting a target, standing still in mid-air as he was. Maybe Unicron was intelligent enough to recognize him as one of the leaders of their joint forces. Optimus saw it, but he doubted Megatron had. He hit the accelerator, going to maximum burn.

"Megatron!!"

Moving with remarkable speed, Optimus Prime crashed into the gray Decepticon General with seconds to spare as Unicron's optic blast missed them both by mere inches. As it was, however, their mid-air collision sent them spiraling out of control to smash into the hillside. Megatron was thus torn between thanking his rival for saving his life and cursing him for knocking him out of the skies.

Satisfied the nuisance had been dealt with for now, Unicron returned to his mission at hand. As the horrified defenders watched, his placed his stump over the remainder of his arm, still buried deep within the planet, and focused his gaze on the point of breakage. Using a concentrated, perhaps low-level energy blast, he began to fuse the two parts together once more. His arm came to life, and the drill continued to bore deep within the Earth.

Megatron and Optimus Prime looked out across the battlefield. Fires and rubble had replaced streamlined buildings and people. Decepticon and Autobot alike lay in twitching heaps, some smashed beyond repair, other still clinging to their sparks, unwilling to go off-line. These Ratchet and Oil Slick were attending to, but there were so many. In the skies above several Starscream clones made another sweeping attack, and across the ground several more attackers joined them, but they were gnats to Unicron. Their greatest warriors had been crushed, their forces decimated.

The entire earth was shaking now. Unicron was nearing its core.

"It's over..." muttered Prime. They couldn't win.

Unicron raised his horned head, sensing their despair, glancing over at the pitiful Cybertronians. Even as his arm continued to drill deeper within the planet, nearing its core, nearing its destruction. He could taste victory within his grasp.

"**ANNIHILATE THEM**."

Unicron's robotic troops loped and crawled and swooped and flew towards the Cybertronians and the humans, the latter of whom scattered, the former whom readied themselves for oblivion, for the Well of All Sparks.

Optimus Prime's azure orbs drifted closed as he breathed a massive sigh, all strength draining from his servos...

When suddenly a purple blast lanced out across the sky and tore through the landscape, cutting a swath across the land of Detroit, stating in no clear terms the division between Unicron and those who stood against him. Startled, Prime and Megatron looked up as one...

To see a blue and white ship descend out of the cloud cover, its design obviously Cybertronian. Both recognized it instantly. It was the Steelhaven, the flagship of the Autobot Elite Guard! Ultra Magnus' ship, no less! And there, breaking atmosphere nearby, was the more familiar gold and red of the Autobots original ship. It was Omega Supreme!

A comm. channel suddenly opened, and Optimus tapped the side of his helmet, amplifying the sound so Megatron could overhear. The weary Decepticon General turned to listen as a familiar voice began to broadcast.

"Ultra Magnus to all field Autobots and Decepticons, prepare for reinforcements."

Weary but relieved, Optimus Prime smiled.

* * *

**Authors Notes**

Some things obviously need a touch of clarifying. Firstly, Blurr's weapons. Given his design, I assumed he would be similar to Bumblebee, and he needed something to fight with besides pure speed, so I gave him low-power stingers. Second, Optimus Prime's jetpack from Endgame. Despite strong reservations, I recognize that it is part of TFA, and included it. Its been incorporated into his body (upgraded) during his time away from Earth, so he can call it out anytime he needs it or fold it away like his other gear. Arcee's form is partially inspired by her Enegeron and Movie designs, but also for another reason that will be revealed later. Unlike her TFA toy, which is a car, I prefer the motorcycle. And yes, against some strong reservations, I added Nightbird so I could have another cyberninja join the fight. I left out the color of her optics deliberately because its hard to decide what to do with her in regards to affiliation. Don't expect her to be seen much.


	10. Turn of the Tide

**Edge of Detroit, Earth**

The Steelhaven did not bother to land itself on the ground proper. Too many variables, too much activity. One wrong calculation by its pilot and it would flatten Cybertronian soldiers or worse, make so much organic mush out of the humans scurrying all over the place.

Instead, it allowed its decks to slide open in mid-flight. Ultra Magnus rolled out in his vehicular mode, that of an eight-wheel, heavy mobility tactical truck. He dropped like a stone after clearing the hangar of his ship, and transformed in mid-air, activating a parachute designed for his heavy frame. Autobots may not fly (as a general rule) but they could be very inventive when it came to landings.

"Autobots! Attack!" he ordered, hitting the ground running and resuming his vehicle mode as he sped across the landscape, taking aim with his missiles and letting them loose. They smashed into Unicron's drill-arm in rapid succession. The damage was minimal, but the pain was evident as Unicron's next attack came focused on Ultra Magnus. Fortunately, one did not become head of the Autobot Military by being stupid, and Ultra Magnus wheeled out of the way long before the blast hit where he'd been standing. His actions were more than ample distraction, in fact, for the Steelhaven to swoop in along Unicron's unprotected back and lash out with another devastating energy blast. Like before with the Ark's attacks, the ships of the Cybertronians hurt Unicron something fierce. One lucky shot cracked into the weak shoulder where Lugnut and Blitzwing had been working. True, it sent the Decepticon Lieutenants flying, but it almost severed Unicron's arm clean from his shoulder. Pity it was the wrong one. The drill was on his other side.

Hopes renewed, the Cybertronian race picked themselves up and whatever pieces of themselves lay on the battlefield and returned with renewed strength and purpose to the battlefield.

* * *

**Edge of Detroit, Earth**

Back the collapsed mine fortress of the Constructicons, Bulkhead could only watch forlornly the heavy pile of rubble that covered them, neatly providing burial for the on-and-off again Decepticon builders.

Feeling he ought to say something for his friends (well, and Dirt Boss), Bulkhead clasped his mighty servos before him and lowered his heavy head. "Uhm, I'll miss you guys... we had some good times together... and uh... huh?"

An ominous glow lit up the rubble, and as Bulkhead watched, several shards of light lit up, illuminating the All-Spark fragments buried in the debris. Of course, each Constructicon had been powered by one, plus there was the one Dirt Boss had inserted into the machine before it backfired on him... and now...

Bulkhead stumbled backwards, gazing up, and up, and up... at a towering monstrosity of greens, grays, and purple. Dirt Boss made up the majority of the head, though a thick visor covered his eyes and his arms and legs were gone, connecting as a neck to the rest of the body. Scrapper's parts were most evident in the left arm, a steamshovel of dull green. Mixmaster was more prevalent in the middle, his cement mixer the chest and heart of the machine. Various other bits and pieces assembled into the other limbs, including the right arm, which sported drill fingertips.

"**Devastator**," it declared, towering high up over Bulkhead.

"Uh, hey... whoa... relax big guy," he said, pausing momentarily over the brief joy he had at finally being able to call someone else that. "Uh, you don't want to hurt me... I'm not your enemy! That's our enemy over there!" he said, pointing out towards the field of battle, where Unicron raged.

The self-stylized Devastator peered down at Bulkhead, then back at the field, then back down at the green mech. Bulkhead started to sweat lubricant as he waited for the other stabilizing servo to drop. It seemed the merged mech was having trouble making up his mind. Not surprising given in all likelihood it was a mix of the three Constructicons minds all jumbled together. Bulkhead grabbed desperately at one hope. Something that would work on Mixmaster and Scrapper if they were still in there.

"If you let Unicron win there won't be any more oil left!" he tried desperately, throwing up his arms to shield himself.

Finally, the great Constructicon monster lifted up his mighty arms and roared.

"**Prepare for extermination**!"

And with that, it began to lumber towards Unicron. Bulkhead breathed a sigh of relief, then ran after him, trying to keep up. His new buddy was going to need back-up.

* * *

**Edge of Detroit, Earth**

Sari Sumdac was a girl of many talents.

She had a gifted intellect and a fierce passion for learning, nevermind what her old Tutor-Bot would tell you. She was mastering calculus before she was old enough to drive and could quote some of her father's inventions design characteristics verbatum. And she had a fierce passion for life, wanting to experience everything, from the burgerbot to playing with kids her age to, ultimately, making friends with giant alien robots from outer space. It didn't hurt she could also cry on command when the need arose for such.

But prominently among them, getting in trouble was likely one of her most prominent talents.

Right now she was in free-fall, after having been flying up higher to provide back-up for Optimus Prime (not trusting Decepticons to do it for him) and missing one of those flying scorpion-bat drone things of Unicron's. It had hit her square in the back, and she thanked the powers that be that it had only damaged her jetpack instead of her. However, now the trouble was that her jetpack had force-transformed because of the hit, and was tumbling down to Earth just as rapidly as she was in its scooter form.

She gave a scream which, frankly, was impressive in both its volume and in its length, arms flailing about in some vain attempt to save herself, but there was nothing she could do.

__, she kept thinking. _I don't wanna die. I don't wanna die_!

An orange streak came out of nowhere, and within seconds of being pavement roadkill, Sari found herself in the tight metallic grip of a transformer. Somewhat used to the experience, having been caught or carried by most of her Autobot friends before, she relaxed almost instantly.

"Pleased to be meeting you, pretty femme bot," came a thick Russian accent in her ear, and she glanced up over her shoulder to see the brightly colored flyer who had caught her. It was Jetfire, one of the flying Autobot twins that she'd met on Cybertron. Not quite as up close and personal as this, however.

A blue streak moved in to join them, as the other twin glided in close and assumed his own robotic form. "Pleased to be meeting you. I am hoping my brother is not bothering you too much," Jetstorm added with a knowing smirk.

"Brother!" whined the orange counterpart. "I am being perfect gentleman, saving damsel-bot from certain splattering on the ground."

The twins landed, each trying to outdo the other in a very familiar, very male display that Sari found faintly amusing. The two flying Autobots were crushing on her, of all people. It was kind of flattering, in a mildly creepy way. All the same, Jetfire was true to his word, and set her down gently on the ground without a scratch, something she was very grateful for.

"I dunno what to say," she said, sheepishly rubbing the back of her head. "Thank you," she added lamely, trying to aim her comment so that it encompassed both the twins, though it was primarily Jetfire that she owed her life too.

They saluted and, in eerie tandem, replied "our pleasure ma'am!"

She giggled, and leaned in, letting her faceplate retract. For saving her life, she figured they deserved a reward, and gave them both a harmless little peck on their cheekplates. Given their diminutive size, they were some of the very few Autobots she wouldn't need to stand on a stool to reach with. Stunned, neither twin was able to work their vocalizer for several minutes, though whether it was out of disgust or shock, she couldn't tell. And that time Jetstorm's comm. came to life, and he glanced down at his wrist.

"Ah, being very sorry pretty femme bot, but we are being required to kick Unicrons skidplate."

Jetfire nodded enthusiastically. "Dos vidaniya!" he added, and kicked back, doing an effortless backflip into the air and transforming into vehicle mode. His brother followed suit, and Sari smiled as she waved them off, glad they at least didn't seem crippled by the organiphobia so many other Autobots seemed to suffer from. She then jogged to find the other Autobots, especially Optimus' crew. She was going to have to hitch a ride now that her jetpack was fried. She growled up at Unicron as she ran. Her dad had made her that jet/scooter too!

As the two twins streaked through the air in their jet modes, one of the Decepticons hovering nearby quirked an eyebrow at their display.

"Pscwh, wannabes," muttered the original Starscream as he fired off another null blast, blasting one of the drones to pieces.

* * *

**The Field of Battle**

Unicron's forces were being beaten back by they were by no means defeated, and were rallying with renewed strength against the beleaguered Autobots, Decepticons, and their human allies. Several such drones swarmed over the Headmaster, who retaliated in the only fashion he was aware of, letting loose more and more damage until his enemy was done in. However, neglecting to consider his own stolen robots body, Spittor's frame tripped over one of his own tentacles and the Headmaster came crashing down. He quickly abandoned ship, so to speak, and his Headmaster unit took off into the air and to relative safety, launching a salvo of missiles at the flying bat drones. Some hit, some missed, but one in particular...

... collided with a nearby hospital (thankfully evacuated) and sent it teetering on its side, to come crashing down on top of a Decepticon. And not just any Decepticon either.

"NO! STRIKA!!"

Barreling out of the sky came what could almost be described as a chrome tornado of deep purple, as Lugnut smashed through drones left and right, tearing up great hunks of the building and throwing them aside with abandon, never mind he almost crushed two cyberninjas and a fellow Decepticon. He was blind to anything but saving Strika. This was not the righteous fury of a zealot. This was something else. If the almighty Megatron himself had stood in Lugnut's way, he would have hurled his glorious leader aside without a second thought.

Finally, uplifting a portion of the wall and hurling it aside, he unearthed her. She was in bad shape, however, sparks flying from her broken leg and some greenish fluid he didn't recognize leaking from her side, pooling onto the ground. Distraught, Lugnut could only stare, his mouth working soundlessly for a moment before he lifted up his head and gave a cry he thought he would never utter.

"MED-IC!!"

Two heavy trucks, one a dull orange, the other a dark mustard, went speeding past, but a third vehicle with them, a white cybertronian ambulance, skidded to a halt at Lugnut's call and altered course to intercept them. The ambulance shifted form into a sleek medabot femme who jogged the remaining few feet over to ascertain the situation.

"HELP HER!" cried Lugnut.

She nodded, brushing him aside so she could see the damage, never mind he was nearly five times her size. "Hmmm... shell damage, that can repaired easy, but she's going into shock... and she's ruptured an energon core..."

Not pleased by her diagnosis, the Decepticon threw up his arms angrily. "YOU MUST SAVE HER!" roared Lugnut.

Red Alert glared up at him, optics narrowing in displeasure. "I am doing the best I can, but I require concentration, and all your yelling is NOT helping." Suitably chastised, Lugnut managed to mute himself, but he stayed very close by all the same, holding Strika's servo in his own. Anyone who stumbled across the scene would not have recognized the behemoth zealot now, so tenderly caring for his spark-mate.

"The pulse of my spark, do not go... not like this..."

Grimacing weakly up at her counterpart, Strika managed a smile. "Oh Lugnut, you always did have a way with wor-AGH!"

Lugnut whirled angrily on Red Alert. "Foolish Autobot, what have you done now?!"

"Be quiet!" she snapped, her servos shaking as she applied her laser scalpel to Strika's side, trying to fuse a spare plate from her broken leg over it to stop the leakage. It was delicate work, and she wasn't used to giving it in the thick of combat. Lugnut's yelling wasn't helping either.

Grimly, she focused on the task at hand, and tightened the beam of her scalpel to make sure she got the desired effects. She tuned out Lugnut completely, and gave her full concentration to fixing Strika. Autobot or Decepticon, any transformer was to be repaired if damaged. That was a sacred oath any Medabot worth their name took.

After a few tense moments, she finally pronounced, "Alright, she should be out of the woods, but we need to get her somewhere safe to recuperate properly. This field patch won't stand up to much more fighting."

Lugnut nodded and with surprising tenderness picked up his consort in his arms, carrying Strika as Red Alert beckoned them to follow her out of the war-zone and back behind the Autobot/Decepticon lines. That was as safe a place as any right now on this planet.

* * *

**Steelhaven**** Bridge**

"_Strategic analyzing of the entity known as Unicron has confirmed identification of several areas of maximum probability of successful damage._"

Rodimus Prime gaze a puzzled look. "What?"

"A weak spot," interjected Wheeljack, well accustomed to how his comrade-in-arms spoke.

"_According to our data_..."

Wheeljack angled the ship out of the way of another blast from Unicron's optics, narrowly avoiding that one. Rodimus Prime looked up from the command chair, holding on for dear life. "Just show us where to hit him!" he spat, tired of Preceptors precise and painfully manner of speaking. Human computers ran faster than his processor sometimes.

Preceptor nodded, bringing up the relevant data on one of their screens. The targets he'd indicated were Unicron's building-sized optics. His eyes were his weak point. Needing no further prompting, Rodimus Prime took the ship for a wide arc and charged the Steelhaven directly at Unicron, taking aim and waiting until Unicron's attention was on them. His optics were on them. And then he hit the triggers and opened fire. Energon lanced from the Steelhaven to connect squarely with Unicron's right optic, and the great destroyer roared in pain, clutching his spare hand to his face to shield his injuries. The crimson glass had all but shattered under the attack.

And with it, Unicron's primary attack power was cut in half. Now he had to rely more on his drones. Angrily, his arm lashed out, and with a mighty swat caught the side of the Steelhaven, sending it careening out of control towards Lake Erie and the tiny little island found within it. The panel in front of Wheeljack exploded in a shower of electricity, and he was flung clear. Rodimus hurled himself into his place and grabbed the controls, trying to steady their flight. At least enough to ensure they had a reasonably smooth landing, if nothing else.

Although he hoped to Primus they'd at least land in one piece.

* * *

**The Field of Battle**

"We have to end this now sir, or Unicron is going to crack this planet apart and destroy everything here."

"I agree."

Ultra Magnus, Optimus Prime, and Lord Megatron met at the edge of the field of battle, fully aware of how much their troops were pouring into the attack, but unable to directly offer aid at this critical of moments. They needed a plan. They needed a course of action. Their lieutenants would have to guide the battlefield for the time being. Right now, Omega Supreme was grappling with Unicron's left hand, trying to keep him from crushing Sumdac Tower from one of his attacks, and was barely able to hold his own, but even the Autobots Weapon of Mass Destruction was proving to be little more than an annoyance against Unicron. It was like any other Autobot or Decepticon standing up to Omega Supreme. The sheer gap in power was too much to handle for a single mech. And they had limited time.

Optimus suddenly felt what he could only describe as a jolt in his spark, and reached up a hand to his chestplate, feeling it. It was like a nudge almost. From the All-Spark. "I think I have an idea," he finally said, getting the attention of both the other commanders. "It's risky but it may be our only shot at taking our Unicron for good."

"Explain," stated Ultra Magnus.

"What's the best way to take out a Transformer?" he asked rhetorically. "You don't go for the joints and hack off limbs, we can replace those within an orbital cycle or two. You..."

"... go straight for the spark itself," stated Ultra Magnus with a thoughtful look over at their enormous enemy.

"If Unicron is anything like us, and all evidence points to that being the case, he'll have a spark. I say we get a team together and hit him from the inside. Take out his spark and the rest may become inert. Or at least distract him long enough to do some more serious damage."

The Magnus of Cybertron nodded. "Your plan has merit, Optimus Prime. But who will lead this team?"

"I will," said Optimus confidently. "All I need is to gather some of my crew and we'll have this wrapped up in cycles."

"Take Shockwave with you," intoned Megatron, speaking for the first time. Optimus frowned, about to protest, but the Decepticon General cut him off. "He is my most loyal troop, any order I give him will stand, and he will do nothing to endanger your mission. Instead, I think you will find you can benefit greatly from his skills."

Both of the Autobots grimaced at that, well aware of Shockwave's "skills" and how useful they'd been as a Double Agent on Cybertron, but they were going to need help, and Shockwave was a capable fighter in his own right. Perhaps he would be of use.

"I am sending Sentinel Prime with you as well," intoned Ultra Magnus, his voice giving no room for argument. "Make no mistake, Optimus, I am very disappointed with you and your crew. Going off on your own has left Cybertron supremely compromised." He did not add the theft of the All-Spark, no doubt because of Megatron's proximity. But his words carried unspoken volumes of disappointment. "When this is over... there may be no place for you left on Cybertron."

Optimus Prime took that burden and bore it with remarkable grace. "At least there will be a Cybertron," he said, and then with little further prompting took off in vehicle mode to find his team, gathering up what members of his crew he could find while Sentinel Prime and Shockwave were deployed by their respective commanders to join him.

If he had no more place on Cybertron, then he had all the more reason to fight to save Earth.

* * *

**Dinobot**** Island**

A massive boom echoed across the tiny island as the Steelhaven came smashing down into the forest but was thankfully, for the most part, intact. A few moments later one of the emergency hatches popped loose and out stumbled Rodimus Prime and Preceptor, though the latter of whom was limping, and his glasses were cracked. Wheeljack remained within, he was too badly damaged to get out at the moment. If they won this battle they'd have to send a medabot to retrieve him. And a forklift.

If they won.

However, Rodimus Prime and his wounded comrade had bigger concerns at the moment. Namely, that the islands natives had decided to investigate their incursion, and Rodimus Prime currently found himself staring up... and up... and up... at the long, wide, very dangerous looking maw of Grimlock. Who was in turn peering down at the puny car-robot who had decided to invade his territory.

"You no Spider-Lady," declared Grimlock after a moment's careful observation. "What you do with her?! Tell! Or me Grimlock destroy stupid car robot!!"

Angered and ready to fight, Rodimus Prime readied his bow and powered up a pair of energon arrows, taking aim at Grimlock. They were designed for puncturing the hides of Decepticons, there was no way these earthbound primitive machines could stand up to them.

A servo came to rest on his shoulder, restraining him. "We do not have sufficient time for any side-excursions," Preceptor reminded him, tilting his head over to indicate the much larger, literally looming threat of Unicron.

Rodimus nodded, powering down his bow. "You're right, we haven't got time for these bozos," he said, effortlessly shifting into vehicle mode and popping his roof. "Hop in, Preceptor... let's burn rubber!"

Angered at being ignored, Grimlock stomped his mighty foot, and then coughed as a cloud of dust and vapor filled his nose and throat. He roared angrily at being denied his fight, even as Snarl and Swoop made their way to join him.

"Come back and fight!" he roared. "Me Grimlock not bozo! Me Grimlock is strongest there is!"

A mighty roar of pain split the air, making the entire island shake and ripples run through the like that were quickly becoming small waves. As one, the Dinobots turned and peered up at the mighty Unicron as he unleashed another ruby-red optical blast, obliterating another city in Detroit. And then proceeded to backhand Omega Supreme, sending the enormous Autobot flying through the air to crash onto the ground off in the distance.

Taking a step back, the mighty T-Rex lowered his head fearfully. "Uh, spider-lady not here... we wait until she get back," he said, ready to start slinking back into the undergrowth of the jungle and back to their base of operations.

Swoop made a cawing sound, shrugging his wings as if to say something.

Grimlock blinked. He hadn't thought of it that way. "Huh, you right. Dinobots no let stupid metal monster destroy Dinobots home!"

As one, the three prehistoric machines began to transform, limbs and tails and heads sliding back and away to reveal new shapes, stronger, sturdier, more humanoid, complete with weapons. A heavy club for Snarl, a flail for Swoop, and a great sword for Grimlock. The latter of which lit up as their leader gave their battle cry, pointing his weapon at the great monstrosity.

"Dinobots... DESTROY!"

* * *

**At the base of Unicron**

Optimus Prime had rallied his crew in short order, though Bulkhead was absent, having expressed a need to keep the newly formed Devastator under control. In addition, the space was liable to be limited inside of Unicron, they didn't want to chance getting him cut off by a small path or the like. So it was that Optimus, Jazz, Arcee, Ratchet, Sari, Sentinel and Shockwave were gathered and began to hack and blast their way towards the foot of the great planetary destroyer, where the spider drones were still spilling out. If they got out, that was a good way as any to get in.

Shockwave's shoulder was grazed by a low flying bat drone and retaliated by blasting it out of the sky, lowering his leg treads to minimum so he would not stand so tall and make himself such an easy target (let the Primes have that honor, he mused) when a comm link opened on his private frequency. A channel only select Decepticons were able to access.

Unusual instructions followed.

He tilted his head to the side, and would have frowned if he had the facial features to do so. "But Lord Megatron..."

The transmission continued, and he paused briefly before jogging to keep up with the other Autobots.

"Understood."

Unicron seemed to be aware of their attack, or at least his drones were, because more and more kept swarming in from all sides to hem in the small Autobot team. Energon axe and nunchucku swung through the air to slash and smash, and energon flew from stingers and Shockwave's cannon, but their numbers were endless. And even though Ratchet had cleared a path for them to the entrance, there was nothing to stop them from swarming after their little team once they got inside.

A cybertronian sports car came speeding over a low rise and into the air, its occupant transforming in mid-flight before he landed on the ground beside their team. It was Hot Shot, one of Rodimus' crew.

"I got this!" shouted Hot Shot, laying down a thick blast of fire which kept the drones at bay, or flat out fried them. Pretty soon a wall of it had them cut off. Keeping his back to the entrance, he yelled over his shoulder for Optimus and his team to go.

They did so, and Hot Rod amped up the heat a little. No sense taking chances, after all. He couldn't keep this up forever though.

* * *

**Inside of Unicron**

Inside of Unicron, it was dark, yet lit by a number of internal lights, many of which were power conduits or panels, the purpose of which most of them had little clue about. Ratchet, with his extensive knowledge of transformer internals, could draw some basic conjunctures, but just as Unicron shared some similarities with the Cybertronian race, so too did he have numerous differences.

"Which way?" asked Jazz, glancing left and right, nunchucku in his servos.

Before Prime could answer, the windshields of chest began to glow, and he opened the compartment to reveal the All-Spark glowing. Its light shined in only one direction, however, like a beacon, and Optimus Prime realized it was guiding them. "That way," he said, leading the others. They stuck to robotic forms. Despite the need for speed that vehicle mode could have provided, they needed their weapons ready at an instants notice if more of Unicron's internal defenses attacked them.

Sari stumbled, however, at the breakneck pace her much longer-legged Autobot friends were keeping, unable to quite keep up with them. Plus, unlike true Cybertronians, her organic half was getting tired. She couldn't keep going without rest the way they could. Tripping was inevitable, though it was a bit surprising who caught her when she did.

Shockwave.

One of his extending arms had stretched out to catch her in his wicked claws. Though she was none the worse for wear, Bumblebee immediately leapt to her defense, slapping the hand of the Decepticon Double Agent away as soon as she was safe again.

"Get your hands off of her!"

"Relax, old comrade," intoned the Decepticon, with a hint of sarcasm. "I will carry our little techno-organic friend here. She is too short legged to keep up with us at the pace we will need to set."

"The heck you will," replied Bumblebee, throwing an arm up to shield his little friend from Shockwave. "I'll carry her. I don't trust you."

The Double Agent lifted himself up to his full height and then seemed to shrink, his features twisting and altering, becoming a more familiar face with an almost innocent expression on his now blue optics. "Perhaps this will put you at ease?" asked the visage of Longarm Prime, Head of Cybertron Intelligence. "Old comrade?" he added a bit mockingly.

Sentinel glared back at them. "Just leave the filthy little organic behind, we're wasting time Optimus!"

Optimus frowned, uninteresting in further argument, and to spare them all, gently grabbed up Sari and hefted her up to ride on his shoulder. Then, using the All-Spark as a guide, they took off. The team ran, running through muscles and arteries as big as corridors. The All-Spark guided them, its glow shining ahead like a torch in the gloom and darkness that was the inside of Unicron the planet destroyer. Optimus Prime led the way, followed closely by Sari. Jazz and Bumblebee watched the flanks, along with Sentinel (not too anxious to be near the front in case of ambush), and the faux Longarm. Ratchet and Arcee brought up the rear.

They turned a sharp corner, presented with a T-section, and for a moment they paused as they tried to determine the next way to go. "This way," said Optimus, pointing it out as the All-Spark lit the way once more. He started off, half the team right behind him...

... and then the other half, lost as a bulkhead suddenly slammed down, sealing off the corridor. It nearly crushed Ratchet in half vertically as he grabbed either side of it, trying to heave it off of himself.

Optimus Prime whirled backwards in shock. "Ratchet!"

"Ratchet!" screamed Arcee. She was at his side in an instant. She was one of the only ones on the wrong side of the sudden barricade, everyone else was on the other.

"I'm okay!" the medabot grunted, still struggling. "Prime, go on! Finish this! We'll be okay!"

"But...!"

"DO IT!"

Reluctantly, Optimus and his now much smaller team sped off down the corridor. He didn't want to leave Ratchet behind but he knew damn well they didn't have the time to help him now. Earth's time was almost up. He promised himself they would come back, however.

His choice, however wisely made, left Arcee and Ratchet with the owner of the trap that had been sprung on them. And it wasn't Unicron. This was probably one of the only traps they had encountered that wasn't one of his internal self-defenses.

Stepping out of the shadows, a dark mismatched mech appeared before them, a collection of parts stolen and self-upgraded, with a pale face and sharp spikes covering his shoulders. His right servo was a vicious hook. Various black sigils adorned his faceplate, the meaning of which was not perfectly clear. Perhaps they were a means of intimidation. If they were, they were working.

Lockdown.

Arcee felt all motion leave her chassis as she beheld this, a nightmare from the darkest parts of her processor, seemingly sprung to life.

"Primus..."

Ratchet was similarly affected, but less by fear and more by anger. "YOU!"

Lockdown greeted him with a grin. "EMP generator, right? Good to see you again. I'd love to stay and chat but this isn't the most stable place on the solar system, so if its all the same to you I'll just take my prize and go," he replied, eyeing Arcee like a piece of energon.

"Over my sparkless body!" roared Ratchet, his magnetic clamps springing free of his one arm on the side with Lockdown, and taking aim.

But Lockdown was quicker, and his left servo retracted, replaced by a familiar blue lance. With a quick motion he sprang across the room and impaled it into Ratchet's arm, pinning it to the floor. The medabot gave a cry of pain as Lockdown released it and let his regular hand slide back into its place.

"That ought'll keep you quiet for now."

Ratchet squirmed and grunted but he was stuck fast by the door and the lance. "What is this all about you two-bit Decepticon bounty hunter?! The Great War's over! Arcee doesn't have anything you want anymore!"

A wicked grin stretched over the faceplate of the cold bounty hunter. "See, now there's where you're wrong. Your little intel friend here still knows the activation codes for Omega Supreme. I know countless bots who'd sell their sparks to get that kinda data. I can name my own price once I have her. And then again, there is that strange energy I detected. Just like the All-Spark fragments I tracked the clones with. Only this..." he stepped ominously closer, one servo idly rubbing along his claw. "This was much more powerful."

"I- I don't have the All-Spark anymore!" she said fearfully, shrinking back against the wall. "I gave it to Optimus Prime!"

Lockdown smirked at that. "Trying to sell me a bridge in Iacon, intel bot? I ain't buyin' it. No matter. Once I get you back aboard the Predacon... I can tear you open and see for myself."

* * *

**Inside of Unicron**

Zzzzz.

Jazz glanced up at the odd noise, glancing this way and that, but ultimately it faded, and he moved quickly to catch up with the others.

"Something wrong?" asked Sari.

"Hear somethin'," he replied. "Somethin' weird."

Zzzzz.

"Yeah I hear it too... what is that?"

Zzzzz.

"I dunno but its getting louder... kinda like..."

Zzzzz.

Bumblebee's optics went wide. "... oh no."

ZZZZZ.

"BUMBLE-BOT!"

Bumblebee barely had time to spit out a "Holy slag!" before an enormous green wasp the size of a buick came crashing around the corridor and slammed into him, knocking him through a nearby opening and down another corridor. Sari went tumbling off of Optimus' shoulder to crash onto the ground as the monstrosity buzzed past them, dazed but unhurt.

"Bumblebee!"

"Prime, go, I've got this!" shouted Sari as she came to her feet, powering up her wrist blades.

Optimus nodded and took off down the corridor as Sari ran as fast as her tiny little legs could take her after the two bugs. She cornered them a little further down against one of the plating walls of Unicron's internal systems, and clashed her wrist blades together, letting an awful hum hit the air.

"Back off ugly! And I mean now!" she shouted as she hurled herself forward.

Waspinator gave a chittering roar, one leg sweeping out to catch Sari in the chest as she made her attack, and despite her powers and skills she was still little more than a teenaged girl, and easily swept aside. She went tumbling down a nearby hole and down a deep, dark pit as Bumblebee and Waspinator were knocked out of Unicron through a ventilation covering and onto his back.

She was about to reach out and grab the wall to slow her descent, perhaps dig her blades into the wall to halt it, when she came to a halt by her own, and fell instantly into something sticky and stretchy. With a sinking horror, she realized she'd fallen into something organic. Something familiar.

She was in a gigantic spider-web.

"Hello sister," hissed an ominous voice. Four crimson orbs lit up the darkness. "Step into my parlor... would you?"

* * *

**Authors Notes**

I have wanted to see an Animated Devastator since the third constructicon came along, and this is my tribute to him. I hope it meets with approval. Also, while Jetfire and Jetstorm have displayed at least "some" disgust/fear with organics, such as when Fanzone bluffed his way past them, I reason that given their 'age' they are at least somewhat open minded, hence their interest in Sari, despite knowing what she is. Plus, it seemed like a cute scene, so just roll with it.


	11. War Within

**The Battlefield**

"**Prepare for extermination**!" came the mighty bellow of Devastator as he finally reached his objective, hurling himself at the back of Unicron's ankle and powering up his right hand, sinking his drilling fingers deep into the metal and tearing. His steamshovel left hand followed suit, slashing a wide gash in the metal. The raw power of three Constructicons and a slew of building machines was doing fine work tearing into the thick armor of Unicron, exposing vital circuits and servos.

Bulkhead assisted, showing Devastator where to hit and keeping his back, protecting him from the drones that tried to intervene. His whirling wrecking ball proved a daunting barrier to the bat drones, and his crushing feet a hindrance to the spider drones. Unicron's defenses, however, were relentless, and in moments Bulkhead was being beaten back.

"Uh hey, big guy? Might wanna shake a stabilizing servo! We got serious bad company here!" he called out over his shoulder.

"**Raaugh!**" roared Devastator, lifting up both of his arms and letting the turbine in his chest begin to spin, mixing up a concotion not unlike Mixmaster would've done. Moments later, his neck bulged and his jaw quivered, and then the great Devastator spewed a wave of green acid at Unicron's internal circuitry, frying them and melting clean through to the ground. The great destroyer gave a mighty roar, shaking the sky, and even Bulkhead knew that had to have hurt him. Even so, Unicron didn't slow down one bit, and in the distance they could see his drill arm extending lower, burying deeper into the surface of the Earth. The surface which was starting to shake ominously now.

He tapped the side of his head, activating his comm link. "Prime! Better hurry up, we're running out of time here."

"Acknowledged," came his leaders voice. "Keep Unicron busy, we're almost there."

"You got it!" he shouted, and reared back his wrecking ball for another strike, determined to give Devastator the space he needed to... well... devastate Unicron. Determined to give Optimus Prime and his friends time to finish their jobs.

Earth wasn't getting demolished on his watch.

* * *

**Inside of Unicron**

Some Transformers were lucky in that, when they took a stasis nap, they remembered little between drifting off to stasis and re-activating the next day. Ratchet was not one of these. When he went into stasis, he remembered. His processor ran overtime, always calling up images of the Great War he'd managed to (somehow) survive. His encounter with Arcee and Lockdown, which had changed his life. The fall of Omega Supreme. A battle with a Decepticon specialized in poisons. Sometimes the code got corrupted, and he'd run through a memory with a more pleasant outcome, himself and Arcee escaping Lockdown to settle down on a nice planet on the fringe of Autobot territory until the war had ended. Other times, they got much, much worse... and they never escaped at all.

Lockdown had been a recurring nightmare of his for stellar cycles. Scarce wonder he had frozen in terror when he'd met the muscle car punk again on Earth. But to save Optimus Prime he'd conquered his inner demons and faced Lockdown, and given himself a measure of peace with the facts of what had happened that bleak day millennia ago.

Now, helpless to do anything but watch as the dread Lockdown advanced on the helpless Arcee, all those nightmares came rushing back to him.

"Arcee! Get out of here! Run!!" he yelled, struggling vainly against the trap with his single good servo. Alas, it was on the wrong side, and he couldn't aim his magnetic clamp properly. He was good and stuck until someone freed him.

Lockdown loomed over the smaller intel Autobot, but to his puzzlement, she didn't even flinch. Something in her optics was wrong. They were clear of worry, of doubt, of fear itself. Her entire stance was different too. Seemingly without moving, her stance had gone from timid to confident.

Idly rubbing a hand along his claw, Lockdown decided to try this the polite way. It never worked, but he prided himself on being a professional. "Now now little femme, no need to make a fuss about this. Come back with me to the Predacon, and we'll just do a quick, painless scan of your processor."

"Don't listen to him!" spat Ratchet.

Lockdown barely spared the older mech a glance as he continued on. "... otherwise, we do this the hard way... and you won't..."

A servo came out of nowhere, catching Lockdown full in the face and knocking him clean off of his feet. Tiny though Arcee was, that was a damn good sucker punch she'd just delivered, and he fell flat on his skid plate, rubbing his jaw as he regained his feet. The pink femme took up a stance, servos upraised to serve up more.

In a stance Lockdown recognized, no less.

"Metallikato?" pondered the mismatched bounty hunter. "Where the heck did you learn metallikato, little femme?" His tone was casual, his own movements deceptively calm, but in an instant Lockdown struck, thrusting out his arm and launching his hook in a wide arc to snag Arcee. However, the pink femme seemed to dodge the move so fluidly she might have choreographed it, letting the hook clatter to the ground as it sailed over her head.

Arcee took advantage, springing forward into a handstand and almost effortlessly shifting into the form of her white and pink motorcycle bike. Her form carried her forward as her wheels began to spin and she launched herself from a standstill right at Lockdown, her rear wheel catching him right in the face and leaving tire tracks as she landed behind him.

"You'd be surprised," replied Arcee darkly as she stood back up, assuming robotic mode. Lockdown frowned as he yanked back his hooks cord and let it snap back into place on his wrist. There it was again. That eerie feeling. Curious, he ran the reply through his processor, filtering out Arcee's previous vocalizer patterns. Underneath, there was a second pattern, almost inaudible, but when magnified...

Crimson eyes widened in horror. "No way... Prowl?"

_The pink and white transformers moved to depart, when Arcee bumped into the forcefield erected over the doorway and stumbled backwards, clutching her head. A mild shock had run throughout her system..._

In that instant, a flicker, a jolt, arced between the All-Spark concealed within her and her own spark. And Prowl, ever vigilant, made his move.

_... blinking her optics, she relied on Jazz to support her as Alpha Trion, belatedly, lowered the force field, apologizing profusely._

Arcee smirked and lifted her head up, letting her helmet's lower portion shift and slide out to cover her delicate features, leaving only her blue optics visible above. Just like her motorcycle alt mode, it was not something she'd been able to do, even during the Great War. It was something Prowl knew, however. And he'd downloaded his... spirit, for lack of a better term, directly into her when she'd come into contact with the All-Spark. Along with all of his programming.

Programming Arcee took full advantage of as she launched herself forward in a classic Coiled Spring Kick move. Caught off guard, Lockdown took it full in the chestplate and was sent flying. He landed flat on his backside, though he quickly regained his feet and charged, letting his regular hand assume its chain saw shape. Powering it up with a mighty 'rhrrrr' he swept at Arcee, who nimbly dodged and ducked the blows with classic Circuit-Su moves. Moves she had never even heard of before this day. Let alone practiced.

Noticing her close proximity to Ratchet, the pretty pink femme deftly sidestepped the next attack and grabbed Lockdown's wrist, pulling him into his downward swing so he neatly severed in half the energon lance which was keeping Ratchet pinned down. She then retaliated with a kick that sent Lockdown reeling back, grumbling and glaring.

"Cute trick little femme," he muttered, returning his servo to its normal shape and flexing his fingers. "But you're not the only one with tricks up your sleeves," he muttered, as a pair of compartments slid open to either side of his hips, like a pair of holsters on a western gunfighter. Reaching inside, Lockdown withdrew his close combat weapons of choice... two halves of an energon naginata, which he joined together and gracefully twirled over his head and then before him in a figure-eight pattern, showing devastating skill. "Oh, didn't Prowl tell you? I was Yoketron's prized student. And I don't need your head attached to your torso to get the data tracks out of it either," he added menacingly.

Arcee glared back at him, no fear showing, as she reached down and tugged loose the energon lances two halves and lifted them up, improvising a crude pair of swords and taking a fighters stance. She wouldn't go down easily, her stance said.

* * *

**The Field of Battle**

Satisfied that Optimus Prime and his team was taking a stab at Unicron's spark (and if anyone could do it, it would have to be the team that had been routinely making a mockery of his top lieutenants for the past stellar cycle) Megatron activated his thrusters and climbed up into the air to survey the conflict.

Taking quick stock of the situation, Megatron saw that most of his troops had broken down into smaller factions, if any. In fact, most had gone solo in an effort to keep their own chassis intact when the swarms of Unicron's drones came for them. Disgusted by their lack of unity, Megatron's body folded in on itself as he assumed the tilt-rotor form he had adopted on Earth. He took a wide arc, blasting with his fusion cannon.

"This is Megatron to all functioning Decepticon units. Victory is at hand! But we must strike now while Unicron is weakened!"

Various cheers came from across the battlefield from his scattered troops, who picked themselves up and threw themselves back into the fray with renewed vigor. Several Starscream clones in jet mode swept past in a tight V formation, peppering Unicron with null blasts as Blackout covered their flank, slamming his fists together to EMP blast a swarm of drones out of the air, sending them crashing to the ground. Megatron was about to swoop in on another opened flank but he was momentarily stunned as an orange and blue pair of cybertronian jets streaked past and beat him to the punch, blasting away at Unicron with fire and wind attacks. However, they were quickly getting in over their heads.

Deciding to give his erstwhile allies some backup, he opened his comm link again. "Blitzwing, Lugnut, back up those two flying Autobots!"

"At once, glorious leader!"

"Of course, right away sir... little punks think they can show me up?! I'll show them who can bring the heat...!"

Satisfied, Megatron was about to call in some reinforcements when he saw how badly the earth was starting to shake. Badly. Small fissures were opening up all over the place, and he could literally see ripples forming in Lake Eerie and the river traversing throught he human city. Doing some rough calculations, he estimated the planet had perhaps twenty-five or thirty minutes until it reached the breaking point and there was no way to reverse the damage. In other words, a massive explosion.

A Decepticon slipped over beside him, and he recognized his cowardly subordinate Starscream even before the grating voice reached his audio receptors. "Megatron, we have to fall back. This Unicron is way to big for us to destroy, we're not even tickling him!"

"He's right," added the female Starscream, Slipstream, as she came up on his other flank. The three of them cut a wide arc on their next attack. "We need to go now, while we still can."

"We will continue to fight," replied Megatron. "You two will continue your assault until I give the order otherwise. Now attack!"

Issuing near identical groans of disgust, the two harriet jets streaked forward and back into battle.

Megatron would have frowned were he in robot mode, pondering over the possibilities of how and even if to escape with the least amount of fuss. Weighing factors: Decepticon Pride. Decepticon Survival. Autobot Interference. Starscream Interference. But in the end, he felt this was best for his races survival. The Decepticon Cause had to survive.

He would order a slow withdrawl. Leave the traitor Starscream and his remainnig clones on the front line (they were hardly true Decepticons anyway) while he had the ground troops retreat to the Darksyde. Then, in one instant, the whole Decepticon Force would retreat. The Autobots would be unable to stop them if they were fast about it. He would also need to send someone to pick up Shockwave. Probably Lugnut, if he could be trusted not to drop his competition for "most loyal troop."

Megatron prepared to give the order for his loyal troops to begin a slow, tactical withdrawl, when a number of sharp stings lit up his side as the Unicron spawned hell bats took after him in greater numbers. One had the audacity to land on one of his shoulder wings and tried to dig its teeth in.

Enraged, Megatron transformed and swung out with his sword, severing the drone clean in half. And then another and another. Six more came at him from the side but he obliterated them with a blast from his fusion cannon. However, the insufferable spawn of Unicron were more treacherous and clever than they seemed at first glance. Two took advantage of his distraction to aim their lasers at his heels. Not very powerful blasts, they wouldn't do him in, but they were able to short-circuit his stabilzing thrusters. In essence, they cut his ability to fly.

He plummeted towards the Earth in free-fall, unable to catch himself, without enough time to signal for someone to catch him (even if he could stomach the idea of asking for help), unable to even slow his descent as the hard earth rose up to meet him.

* * *

**Unicron's Upper Back**

Bumblebee went rolling across the orange plating of Unicron's broad backside, wide as several football fields, and tried to scramble to his feet and open a volley of stinger blasts against Waspinator's iridescent hide. The bigger bug zipped out of the way and swooped around wide for another attack, staying well out of reach of his former comrade. The yellow bug bit back a curse. He had to get back to Sari and Optimus Prime. She at least was in trouble, he knew it. Whatever Waspinator was up to was bad news.

"Get out of my way Waspinator, I haven't got time for this!"

"Bumblebot will MAKE time!" buzzed Waspinator as he came in low and pelted the surface of the mighty planet destroyer with green energy blasts. Bumblebee was forced to duck aside, and slid his stingers away so he could make use of his servos and grab a hold of Unicron's back when he slipped and nearly went careening down over the side to his death. A fall from this height would easily liquefy him. Grimacing, he hauled himself back up onto his stabilizing servos and was ready to try and get another bead on his enemy when Waspinator slammed into him and knocked him flat on his back. His larger arms grabbed a hold of Bumblebee's elbow joints and pinned him down, even as his smaller limbs clawed at his chassis. Bumblebee grimaced as his adversary glared down at him angrily.

"Wazzpinator never forget Bumblebot. Bumblebot betray him. Bumblebot have him locked in the Stockade. Bumblebot drive him to Spider-Lady to make him into thizz... thizz THING!" he roared, and his smaller arms increased their frenzied clawing, tearing into the yellow paint job and starting to dig deeper as the yellow mech squirmed and struggled to free himself. Alas, he was outmatched. Waspinator was bigger and stronger and unlike he, had four arms to his two. He was thoroughly pinned.

Suddenly, however, Waspinator stopped, and leaned in until his ugly, malformed wasp's head face was right in front of his one-time enemies. "But itzz okay," he buzzed in an almost friendly tone of voice. "Wazzpinator is pleased. Wazzpinator is POWERFUL now. Wazzpinator have everything he ever wanted. So to repay Bumblebot... WAZZPINATOR WILL TEAR YOU TO PIECES!" he roared, and digging his claws in, began to pull. Bumblbee winced as the stronger techno-organic began to literally rend him servo from servo. His entire yellow frame began to creak in protest as Waspinator seemed intent on doing just what he'd said.

It was hopeless. Wasp in his prime could do everything he could do and then some. And now that he was Waspinator...

Bumblebee's azure optics widened in realization. It just hit him. Now that Wasp was Waspinator, there were key difference between them. And it started with wheels.

The yellow speedster had previously been trying to push Waspinator up and off of him. Now he lay flat and quick on his back, throwing the green bug off balance as his wheels on legs and shoulders slid out and revved up. Without warning he took off. His initial plan was to throw off his enemy, but Waspinator clung on, and so he modified it and tilted his trajectory into a rising bit of Unicron's orange back. Being short had never been such an advantage when he hit the breaks and stopped with the tips of his horns hitting the obstruction. By contrast, bigger and sturdier Waspinator hit at almost forty miles an hour and stumbled backwards, clutching his head and cursing up a storm, his wings fluttering angrily to keep his balance.

Graceful as clockwork, Bumblebee sprang to his feet and unleashed his stingers, slapping his servos together to augment the blast as he aimed at Waspinator. The shot knocked the larger bug off-balance and nearly over the side before he lifted up into the air to regain his advantage.

"Wazzpinator make you pay for that!"

For once, Bumblebee grinned. Always before, Wasp had been a name that terrified him. Ever since he'd accused him at Boot Camp he'd been the enemy, and a terrifying one at that. But ever since Prime had suggested he apologize... and he had... the burden, the guilt, of turning him in had gone. Deleted. Anything Wasp had done now was on his head, not Bumblebee's, and now he was just an overgrown bug on the windshield. And Bumblbee had the edge. He wasn't afraid anymore. "Put on my account!" he spat back as he zipped to the side with his 'wheels on heels' move, peppering the air with stinger blasts. Waspinator retorted in kind with the organic energy weapons he now had, and the two duked it out across the surface of Unicron for a while.

Waspinator's attacks soon became more and more frenzied, and Bumblebee returned in kind. He still had a job to do, after all, and squashing one bug wasn't in it. However, he had also had to watch his step. Not only could an uncontrolled slide send him careening off of the side of Unicron and to a splattered death, the surface of Unicron was peppered by exhaust vents not unlike the tiny pores of a Transformers metal skin. They occasionally burst in a most violent fashion, sending up waves of white-hot steam with such force they may as well have been plasma cannons. For all Bumblebee knew, they were. He steered around them. Waspinator had no such distraction in the air.

"Wazzpinator superior!" crowed the techno-organic monster, doing a loop in the air to prove it. "Wazzpinator controls the air! Bumblebot just helplezzz Autobot without wingzz!"

"Who needs wings?! I got rockets!" replied Bumblebee, and angled himself properly. This was going to be a gamble, but it was the only real chance he had. Plates slid aside on his back and his turbo jets slid into place. Prepping himself for a very messy landing if he was wrong, he angled himself directly at Waspinator and kicked into maximum burn flat out. He flew off of the back of the planetary destroyer like a missile out of a silo, and slammed into the big bug with enough effort to bend him at the midsection so hard he almost snapped in half.

Waspinator clung on, however, and the two of them spun and clawed and fought in mid-air. Waspinator slammed his fists into Bumblebee's back, cracking his chassis from the force of the blow. Bumblebee reared back a servo and suckered him in the gut with it, taking advantage of the somewhat softer hide of a techno-organic as opposed to the solid plate of a proper Cybertroninan.

Claw. Fist. Blast. Sting. Bite. Rip. Kick. Tear. The two enraged opponents fought one another with every ounce of strength in their bodies, even as they tumbled out of control in the air, only to slam back down atop of Unicron again, this time along one of his shoulders, and go flying in opposite directions to collapse. Bumblbee was a mess, and Waspinator wasn't looking too much better. Purplish fluid, not quite mech fluid and not quite blood, was leaking from all over his body. But he was still plenty strong and he struggled to his freakishly clawed feet.

"Owww..." muttered Bumblebee, trying to stumble back to his feet. But he couldn't. One of his legs was slagged, the circuits must've been fried by impact. He couldn't move it. Waspinator, slowly healing, was making his way towards him to administer the final blow. Already his tiny limbs were powering up, green energy coalescing around them as he leered down at his one time enemy, his enemies, the single bot that had, in one fell swoop, ruined the entire course of his life. His purple eyes were practically glowing with maniacal hatred.

"Any lazzt wordzz?"

Bumblebee lifted his head weakly, and then his weak grimace became a grin.

"Yeah... enjoy your flight!"

He thrust out his arm and switched to his stinger, unleashing a blast. Not aimed at Waspinator, such a meager thing would've barely irritated the bug, but at his feet. And, more specifically, the exhaust vent he was standing on. Realizing his dilemma an instant too late, Waspinator's face was almost comical in its terror and shock as the vent activated. The burst of steam hit with the force of a tidal wave, rocketing the green monster up into the air and far out of sight. Bumblebee lost sight of him in seconds, and grinned.

"Later, loser... I got places to be," he said. Transformation was painful but he bit back against the harm he was doing to his body and took off down along Unicron's hunched back. One of his wheels didn't quite work but three was still enough to carry him along. He needed to get back to the entrance he'd come out of and retrace his steps. Hopefully in time to save Sari and give Optimus Prime the backup he needed.

* * *

**The Field of Battle**

The ground trembled again as the Dinobots took to the field, charging across it with roars that echoed across the landscape, terrifying human and Autobot alike. The mindless drones gave no sign of having heard anything, but this quickly changed when heavy feet came crashing down and flaming weapons swung through the air. Grimlock was at the head of a sudden wave that beat back the forces of Unicron with a surprising intensity. Several Autobots fell into line beside the Dinobots, including Rodimus and his team.

"Out of me Grimlock's way!" roared the mighty transformer as he swung his flaming sword, crashing through a residential district and smashing more than a few houses along with the drones. People were already fleeing in droves, and the sight of the Dinobots did nothing to reassure them. If anything, they panicked even more.

Rodimus hit his comm link. "We need to clear these brutes out of here, they're getting in the way. Anyone got an energon lasso or something?"

A car came crashing down beside Rodimus, smashed to pieces by the rampaging Dinobots.

"Or maybe a fusion bomb?" he asked.

A voice cut across the line. "No, wait, we could use their help! They mean well!" replied Bulkhead. "In fact we could use them here. Drive them towards the back of Unicron's foot, we're making some progress here."

"Roger," replied Rodimus, then fired a arrow past the Dinobot's heads. A warning shot. "You guys come this way, you're needed!"

"No one tells me Grimlock how to fight!" roared the mighty behemoth, assuming his T-Rex form. He began to give chase after Rodimus, but after their last encounter, he almost expected that. Swiftly slipping into vehicle mode, he led them on a merry chase to exactly where he wanted them. Ironhide and Brawn went speeding past him to meet them all there. When they arrived, they found Devastator and Bulkhead, surrounded by enemies. Rodimus transformed back to robot mode and stepped up beside his comrade, opening fire with his arrows, bringing down more of the attack bats while Bulkhead proceeded to smash the spider bots heading their way.

Roaring, Grimlock assumed robot mode and lit up his sword again, letting flames lick along the blade as he started smashing drones, evidently having forgotten the entire reason he chased after Rodimus to begin with. Snarl and Swoop moved in to join them, the latter providing much needed aerial support.

"We need the Dinobots to light up the chemicals Devastator has been pouring into Unicron's leg," said Bulkhead, as he stepped on one of the drones and crushed it underneath his foot. "Grimlock! We need a hand here! Only you Dinobots can do it! 'cause, uh... you're the toughest around!"

Brawn took a hit then, one of the lasers from the bat drones lancing through his shoulder. He stumbeld and cried out, falling to his feet as he clutched his shoulder with his servo. The strong Autobot warrior was just about reaching his limit, but strain was evident in all of those present.

"Give him a hotfoot!" shouted Ironhide, as he stood in a defensive position over his fallen comrade Brawn, trying to draw the enemy fire so it would harmless bounce off of his steel chassis.

Grimlock nodded, and reversed his grip on his sword, jamming the flaming end into Unicron's massive heel. Swoop and Snarl performed similar actions.

"Dinobots... DE-STROY!!"

As one, the three prehistoric transformers increased power on their weapons, pouring them up to full blast, and Unicron roared high above as heat overloaded his pain receptors. Angered at the burning sensation. Growling with a dangerous expression on his face, the ground shook as his foot slowly began to rise up...

"Get clear!" shouted Bulkhead.

Rodimus quickly transformed and burned rubber, speeding out of the residential district and past a nearby high school, pausing only to pop open his top and scoop up a family of humans that wouldn't have made it out of the way in time.

Ironhide and the Dinobots could only watch in a sort of horrified awe as the foot continued to ascend, spelling their certain doom. But none of them could move. They were frozen with terror. So it was that Bulkhead threw forward his arm and unleashed his wrecking ball, swinging in a wide arc. The projectile missed Ironhide by scant inches, but the thick cord didn't, wrapping around his comrade as Bulkhead gave a hard yank, tugging him to safety. He fell hard against Bulkhead, nearly knocking the larger Autobot over.

"Thanks, Mudflap," he said, not in an unkind fashion either.

Unicron's massive foot lifted still higher, seeming to blot out the sky above the Dinobots. And for an instant, they had an inkling of what it had been like for their original designs. When the meteor had come from afar to make them extint.

"Uh-oh..."

Grimlock's famous last words, for in that instant, he and his two Dinobot cohorts, along with Brawn, were swiftly crushed under Unicron's heel into so much scrap. Devastator was hurled back by the impact, knocked clean off its feet, and sent tumbling backwards into an open crevice caused by the shifting of the Earth. Its steam-shovel hand came up to try and halt its fall, digging deep into the ground but ultimately, this would not be enough to save it. It was simply too heavy. With a mighty roar, Devastator fell into the crevice and vanished from sight.

* * *

**Inside of Unicron, Spiders Trap**

"How the heck did you even find us here?" she asked, tugging at the webbing holding fast her wrist. She may've been stronger than a fully organic girl her size but this stuff held Autobots down like it was steel.

Black Arachnia smirked.

_A comm link opened on his private frequency. A channel only select Decepticons were able to access._

_"I know about your little mission to infiltrate the great destroyer," purred the voice of Black Arachnia. "I've been listening in on the private frequencies of both teams. All I want is the girl... the techno-organic Sari..."_

_Shockwave tilted his head to the side, and would have frowned if he had the facial features to do so. "But Lord Megatron..."_

_"No one will miss her if she suffers some accident inside," she replied quickly, cutting him off. "All I want you to do is keep me informed of her movements. And when she reaches a certain point... do nothing. That's all..."_

_He paused briefly before jogging to keep up with the other Autobots. "Understood."_

"I have my ways," cooed Black Arachnia as she stepped onto the web and effortlessly slid into her robotic form. "Waspinator is keeping your Autobot friends busy while we have our little chat, but we do not have long. Now, be a good little girl and just surrender. You and I are going to get out of this hell hole and off this planet before it cracks, find somewhere nice and quiet and have a long little chat. Right?"

Sari swung up her free arm, energon blade activated.

"Not a chance, Deceti-creep!"

But to her surprise, the spider smirked. "I thought you might feel that way," she said, and let one of her spare legs loosen the strand of webbing it was holding. Lowering from a hidden alcove above became visible...

"DAD!"

Black Arachnia smirked and brought up one of her other spider legs, with its very sharp edge, to where Professor Sumdac dangled, cocooned in spider-webbing and hanging upside down helplessly as Sari watched.

"Come with me... or your daddy dearest dies."

* * *

**Inside of Unicron**

Energon naginata came whistling down, but Arcee crossed her makeshift swords up in front of her to block it, the blade inches from her masked face. She retaliated with a swift kick that Lockdown neatly dodged this time, making an expert twirl to try and swinging around the naginata to decapitate her. She ducked and rolled, coming up swinging.

Swords and naginata clashed, sometimes dangerously close, but try though they might, neither the schoolteacher-turned-cyberninja nor the factionless bounty hunter land a telling blow. Breathing heavily, Arcee allowed her faceplate to retract. She wasn't going to last much longer, she realized. She may've had Prowl's instincts, his skills, but her body was smaller and more delicate than his had been, and was unused to this kind of stress. She just didn't have the endurance. Lockdown, on the other hand, seemed to have stamina to spare, and advanced on her, sensing her weakness.

What she wouldn't give to know how to use that Processor-over-Matter trick at this point.

"You're not too bad, little femme," he remarked as he gave another thrust of his naginata, one she barely avoided this time before it sliced her in two at the midsection. "Can't say I care much for the color, but I'm sure I can find something to keep behind as a trophy once we're finished here. Then again, maybe I'll-..."

Arcee cut him off in mid-sentence as she threw one of her makeshift swords at him. He ducked to avoid getting impaled, but that was what she was hoping for, an in an instant, she was executing a flawless Five Servos of Doom attack. Each blow connected with devastating. Like a trained master, she knew exactly where to hit to inflict maximum damage, to set off the circuit-clusters that would overload a transformers brain and render them unconscious. Lockdown was tougher than most, but she hit expertly, and after a second of gaping in awe, he collapsed forward, his naginata rolling off into the darkness.

She brushed imaginary dust from her shoulder as she remarked, "You talk too much."

Seemingly between one breath and the next, the confident, hardened Arcee was replaced by her usual compassionate, innocent self as she turned back to make sure Ratchet was already, helping him lift up the fallen trap enough for him to slide onto her side and stumble to his feet. He leaned against her for support as he gave a quick diagnostic. His left arm was damaged, and he couldn't move his fingers or activate the clamp, but the other was working fine. She had only superficial damage, a few dents and dings that a little buffering would fix right up.

Out of the corner of his optic, however, Ratchet spotted a dark figure making his way towards one of the adjacent corridors, and realized Lockdown was about to make a break for it.

"Oh no you don't!"

His undamaged arm came up and his EMP generated slid into place. A bolt of yellow energy lanced from it to hit Lockdown square in the back. With a strangled cry of surprise, the bounty hunter pitched forward and came crashing down onto the floor with a thud. Ratchet poured on some extra energy, not wishing to chance that Lockdown would have worked out a counter for his EMP, and blasted him again, and again, until he was well into stasis-lock. Grimacing, Ratchet retracted the EMP and used the same arm to grab up some stasis cuffs he'd kept on hand for such an occasion. Well, more like a memento of his time on Earth, really, rounding up Decepticon scum. But they were still functional, and after a moment, they adorned Lockdown's wrist as his latest and, he hoped, last trophy.

"We... we have to reunite with Prime and the others," said Ratchet weakly. He stumbled, a little weak from the overuse of his EMP and his injuries, but Arcee was there to catch him, supporting him, his one useless arm around her shoulders.

The pink femme smiled up at him. "This time, I've got you."

* * *

**The Heart of Unicron**

Finally, they reached their destination. Stumbling down the last corridor, Optimus Prime and his now much smaller team finally reached the very spark of Unicron. For no other place could it be. A wide, empty chamber as big as the Tigertron stadiums in Detroit. It curved along the edges, which held many more tunnels leading throughout the body, until it reached the roof. And there, set in the ceiling like a great light, was the pulsating, crimson-tinted spark of Unicron. It was enormous, easily twenty yards across, but it was a spark.

"Well, we've arrived..." intoned Shockwave, still in his Longarm form. "What now?"

Optimus Prime frowned, and touched the All-Spark with his free hand, hoping for another vision. But while the crystalline orb continued to glow brightly (and no longer in one direction) it did not seem to do anything else.

And they had more immediate problems. Unicron seemed to know they were there. From out of the walls, from tiny holes, a number of black metallic tentacles emerged and converged on the Autobots. One grabbed a hold of Optimus' wrist, yanking it back and nearly causing him to loose the All-Spark. Which may have been its intention. An intention cut short as Sentinel's razor-edged shield came whistling through the air and he cut it to pieces, saving his old comrade.

"Watch it!" he shouted, throwing up his shield to block another incoming tentacle.

Optimus nodded, activating his energy axe with his free hand. "Back-to-Back!" he ordered, and he, Sentinel, Jazz and Shockwave put their backs together and fended off the coming tentacles. Energon nunchuku and axe whistled through the air to slice them to pieces, while Sentinel's shield kept them relatively safe, and Shockwave retaliated against some of the further tentacles with his blaster. However, the numerous tentacles were coming in at ever-increasing speeds and greater numbers, and their defense wouldn't last long.

"Alright, time to end this," said Optimus, grabbing up the All-Spark and holding it up, presenting it to Unicron. Everything was exactly as it was supposed to be. The prophecy had led them to this.

"Now..." he intoned solemnly, as the All-Spark began to pulsate with power. "... Light our Darkest Hour...!"

For a click or two, it seemed as if it was the end, for Unicron's tentacle shuddered as if in great fear. The All-Spark pulsed, glowing brightly. And then, just as suddenly, its light began to dim. Glancing down in abject horror, Optimus Prime and his crew could only watch as the light suddenly went out and the All-Spark became inert. Now the only light came from the great destroyer's malevolent spark above them, bathing the room in an eerie red glow as the tentacles came for them again.

The All-Spark went dark, and Unicron's malevolence closed in on them.

* * *

**Authors Notes**

Arcee's swords are toy-inspired. They I liked. The car design, not so much. Also, if this was animated, in the scene where Rodimus was rescuing children from the school, it would feature cameos of the Armada kids, as well as Sam (movie) Witwicky and Mikaela Baines, in addition to the Animated Witwicky family he rescued.


	12. I'm Sari

**Inside of Unicron, Spiders Trap**

"Be reasonable, little sister," cooed Black Arachnia. "I don't even want to hurt you. All I want to do is find the answer. And somehow, you're it. You have it inside of you. You've got to."

Sari stumbled backwards weakly, unable to manuver well on the webbing, but at least she wasn't pined down anymore. She moved back from Black Arachnia, not replying just yet. In honesty, she couldn't think of how to reply. This was her dad in danger, after all. She had to save him. And yet equally strong was her desire to survive. She knew Black Arachnia, she'd heard all the horror stories from Optimus and Bumblebee about her experiments. She'd seen one of them up close and personal. Having no desire to spend the rest of her life with a speech impediment and a pair of mandibles, she desperately tried to think up a solution.

She stumbled back, and her hand brushed against the wall. Or rather, brushed against Unicron.

Back when she had been a little girl eager to learn more about the Autobots, Sari had once stumbled across the All-Spark, and with a single touch, opened it up to her. She had been greeted with a flash of information detailing Cybertronian life. It spoke to her on an unconscious level. And it had been painless.

This was not.

It was too intense and too fast for her to scream, but in that brief instant where she touched Unicron, she saw him. She saw his burning hatred for all life. She saw his unbridled ego, his smug superiority. But worst of all, she felt his terrible hunger, a hunger that could never be quenched, no matter how many planets and stars he devoured, how many worlds or peoples he destroyed. He was, for lack of a better terminology, pure evil.

She stumbled, wincing at the pain in her head, trying to keep her wits about her lest Black Arachnia pounce on her.

"Just come with me..." hissed Black Arachnia, unaware of all of this. "Just come with me and daddy dearest goes free. I'll even take him with us. We'll be safe somewhere. Somewhere nice. I promise. I swear by the All-Spark," she added desperately, her voice starting to show strain. She was starting to get hysterical, seemingly without realizing it. "Just come with me so I can find a cure and rid myself of this wretched organic contamination once and for all."

Sari glanced up at her, her thoughts snapping back into the here and now immediately at the insult. "Don't knock it until you've tried it, sis-..."

Optics widening in shock, she was cut off in mid-sentence as she caught sight of something.

And in a nanoclick, a plan had come to her.

"Say Black Arachnia, I am just curious about one thing..."

Four crimson optics narrowed dangerously. She was in no mood for games. "Yes?"

"Did Dad ever happen to mention... he happened to have a lot of tools and such on his person for his work? Like, throughout most of his jacket? I mean, he even, even added some pockets to his gloves for crying out loud so he'd have more places to hide all those tools. All those _metal_ tools," she stated, emphasizing the one word with a great deal of significance.

Black Archnia frowned at the odd line of questioning, wondering what on earth had gotten into the tiny techno-organics head. Then, after a moment, she remembered reading the files on Optimus Prime's crew, and remembered the one Autobot amongst them she'd never actually met in combat (or any other capacity for that matter).

Ratchet.

As if this was his cue, the older medabot used his magnetic clamp and his good arm to yank hard on Professor Sumdacs body, tearing him free of his spider-webbing and into the safety of Arcee's arms, who caught him. As Sari had said, the Professor had multiple tools and other metal nicknacks seeded throughout his suit, even in a patch on one of his gloves he'd made himself, on the off chance he would need it. It was evidently enough for Ratchet's magnetism.

Thwarted, Black Arachnia screamed. "You wretched little...!" she started, but was cut off as one of Sari's hands unfolded and she fired an energy blast at the spider who had threatened her father. It hit her square in the face. The Decepticon helmet she wore shielded her from the worst of it but it still left her seeing sparks in all four optics. Blinded, Black Arachnia lashed out with her vicious claws, hoping to grab Sari or tear her apart, but the little girl leapt nimbly out of the way at the last moment.

Ratchet retracted his magnetic clamps and readied his EMP blaster, taking aim, but was reluctant to fire. Sari and Black Arachnia were both Autobots, after all, and while their organic components provided some shielding to the Cybertronian circuitry, it was still dangerous. A suitable blast to knock one out might also damage them rather severely.

"Ratchet!" she shouted, jolting him out of his musings. "Reconfigure your EMP blaster to... eee!" she screamed as she dodged a wickedly sharp set of claws. "... to setting six-six... ackt!" and again when Black Arachnia's stingers nearly impaled her. "-six!"

"But..."

"Just do it!" she yelled, in a voice well accustomed to getting what she wanted.

He grimaced but began retooling the settings of his EMP generator, all the while muttering about "ungrateful little young bots." Arcee worked to undo Professor Sumdac's bindings, helping free him from the spider webbing. After a moment's tinkering, Ratchet finally took aim again and called out "Set!"

Professor Sumdac ripped the remaining webbing from his mouth, nearly cosing him his moustache. "Sari, get out of there! What are you doing?"

Black Arachnia blinked away the last of the sparks flying behind her eyes, clearing her vision. "Just what are you wretched...?"

Sari didn't give her a chance to recover, she leapt up and performed a spin as she unsheathed one of her energon blades, lashing out at a conduit of Unicron's which vented liquid plasma. Her brief flash of insight about the great destroyer gave her exactly the information she needed to end this once and for all. This was all part of her plan, as the liquid splashed down over Black Arachnia, soaking her.

"Ratchet, fire! And whatever you, don't let up!"

The older medabot obliged, his blast hitting the Decepticon spider dead center of her torso, and she gave a wicked scream as the energies coursed through her, amplified and altered by the goo now covering her chassis. She felt like she was being torn apart from within.

Sari's faceplate slid down to cover her features as she powered up her energy blade, letting it vibrate at a very specific frequency. Between the three factors, the goo, the energy, and now the vibrating blade, she had exactly what she needed. "Here's your cure, you spider witch!" she screamed, leaping up into the air and giving a mighty cry as she swung her arm and the blade down, hitting Black Arachnia and cutting her almost completely in half, or so it seemed to Ratchet. A bright light burst into being, forcing him and Arcee and even Professor Sumdac to shield their eyes. When their vision cleared, they beheld an odd sight indeed.

Kneeling on the ground, clutching her face tightly in her hands, was Black Arachnia. Her helmet had come free in the chaos, and lay trapped in the webbing, but that was not all. Her entire coloration had changed from blacks and purples to golds and cerulean, albeit faded and dark. She moaned out of pain, unwilling to face the light. Her hands covered her face, unwilling to bare it.

Twitching beside her on its back was a monstrosity, a purple alien spider of enormous size which promptly righted itself and looked about with its crimson orbs. Then it scuttled away and vanished down one of the nearby tunnels and out of sight.

None of the Autobots had any desire to go after it.

Sari landed with a dull thud behind her, joining her Autobot friends and her human father as her blades retracted back into place and her faceplate slid out of view. Her expression was as cold as Megatron on a really bad day. "There's your cure. I hope it was worth it." Without another word, she turned back to her family and again smiled. "Let's go find Prime and lend a servo."

The Autobots and Professor Sumdac took off down another corridor, following the Autobots signatures deeper within Unicron, leaving Black Arachnia all alone.

After a moment, her hands slowly slid down to reveal her face. Not the twisted, spider-warped, ugly monstrosity that she had been for the last thousand stellar cycles... but the arguably pretty faceplate of Elita-1, blue optics and all. A quick internal scan confirmed there wasn't a trace of organic residue in her completely technological form.

She had been cured. She was whole again.

So why did she feel so utterly, completely... miserable?

* * *

**The Heart of Unicron**

Optimus Prime was starting to wish he'd installed some missile turrets along with his jetpack. Or grabbed an ion blaster last time he'd been on Cybertron. Oh sure, he'd said. We were Elite Guard but we didn't need fancy weapons or military upgrades. We weren't Decepticons, after all.

Really regretting that choice now, he mused, as he slashed another incoming tentacle, severing it before it could grab Longar-... Shockwave. Despite his appearance he was no more an Autobot than Jazz was a Decepticon. He was not their buddy. Still, at least he had a blaster. And for the moment, he was on their side. Still, even the double agent wasn't enough, they were slowly being overwhelmed. Most of his team wasn't here. Where were they? Damnit all, he needed them.

"PRIME!"

The welcome sight of Ratchet and Arcee, as well as Sari, brought them both welcome relief and even more welcome back-up, as the beleaguered team quickly added their firepower. Particularly in the form of the pink femme, who executed a flawless flip forward and a double sword strike that left four tentacles withering about on the ground.

"Damn. Where'd sis learn how to do that?" asked Jazz, kicking away another tentacle.

"No idea," replied Ratchet, using his good arm to hold up a magnetic shield, ushering Professor Sumdac into the middle of their defensive circle where he'd be relatively safe. "But I'm certainly not about to start complaining."

"Me either. Any sign of Bumblebee?" asked Optimus, as Sari smashed an incoming tentacle with her energon hammer.

"Thought he was with you," replied the gruff medabot.

Optimus shook his head. "We got separated... again," he said in embarrassment.

Another tentacle slipped in low under their guard, and grabbed a hold of Sari's ankle, suddenly yanking the little girl off of her feet. She gave a shriek at suddenly being hoisted skyward.

"Sari!"

An audible vroom filled the air as a yellow bug came speeding down one of the corridors, executing a flawless roll and transformation as Bumblebee unleashed a stinger blast, sliding along the ground in such a fashion that he caught Sari in his servos when she fell.

"Sorry I'm late guys!" he said, setting his favorite human down and standing, albeit weakly, since one of his legs was still lame, and unleashing both of his stingers. "Time to give the big guy some sparkburn!" he said as he fired once to both sides, then crossed his arms and unleashed a second blast to either side, gunslinger style.

Unicron roared above them as the team united, forming a stronger defense, and now starting to form an offense, beating back Unicron's defenses and taking strikes at his unprotected spark. It was akin to a flea biting into a walrus, but when that flea was under your skin, at your heart, it hurt. And Unicron roared in rage. Optimus Prime took opportunity of this to try and focus on the All-Spark in his hand again, willing it to light up. Or give him a sign. A signal. Anything. He focused all of his will on it, but it remained inert. Lifeless.

Their one last hope....

"Optimus! Get your thrusters in gear! We need to finish this already!" said Sentinel, coming back-to-back with his old Academy buddy and warding off some more tentacles. "Do your thing already!"

"I'm trying, its not working! You think you can do better?"

"Hand it over and we'll see!" said Sentinel angrily, a servo reaching out to take the All-Spark without even asking. As he did, however, the artifact lit up with a tiny flash. But not in the fashion they were hoping. All it did was shock Sentinel, forcing him to yank his hand back with a rather undignified yelp.

Sentinel and Optimus regarded each other a moment, unsure of what it meant, but it wasn't good. Or rather, perhaps they did know what it meant, but neither was willing to vocalize their thoughts. Too much had always remained unsaid between them.

Mouth working soundlessly for a moment, Sentinel finally managed to grab a hold of his last shred of dignity and said "Delete this, I'm out of here!" and began to transform.

"Sentinel wait!" pleaded Optimus as the now heavy duty monster truck went speeding out of the room. "Come back here, we need you!"

Sentinel ignored him. He couldn't go back now. The All-Spark had rejected him. Him! He was a Prime of the Elite Guard, he had been Acting Magnus in the absence of Ultra Magnus. He was the best Autobot in nearly a thousand stellar cycles, and still it had rejected him. In favor of Optimus. Everyone's favor protoform. His engine rumbled as he turned down another corridor and he assumed robotic mode again, lashing out a servo to slam into Unicron's wall. It wasn't fair. He was smarter, faster, stronger. Why did Optimus keep winning?

"It's not fair, damnit!"

He wasn't expecting a response. But he got one anyway.

"It rarely is," a voice echoed out of the darkness, as a form became visible.

Sentinel's eyes widened and his jaw hung slack as a ghost from his past appeared before him.

* * *

**The Field of Battle**

The Earth was rumbling fiercely now, making travel on the ground difficult. Humans were losing their balance, and the Autobots weren't faring much better. The Decepticon Air Forces, up in the sky, were managing a little better, but they were being overwhelmed by the swarm that was Unicron's bat drones. Most of the original drones, the four-legged spiders, had been defeated by this point, but they had more than served their purpose.

Ultra Magnus frowned up at the great destroyer, angrily, wearily, even as he watched a Decepticon come around for another futile attack. One which Unicron batted aside like a fly, sending the dark carrier that was Lugnut crashing to the ground, tearing up a long streak through the already broken earth to crash into some military tanks that had been setting up along the perimeter of the battle. This was an evil more dangerous than all the Decepticons put together. Humanity couldn't beat it back, Pit all of Cybertron couldn't beat it back. Optimus had been right, if they did not stop him here, Cybertron was as doomed as this tiny organic world was. How could he have been so blind?

Pushing aside his doubts and harnessing his anger into a force of power, he slammed the Magnus Hammer down hard onto the ground with the haft. The head of the mighty weapon began to glow as the energy of its wielder channeled into it.

"Not on my watch," he muttered darkly, as he lifted up the Hammer and pointed it at Unicron, unleashing a massive bolt of electricity. The blast was of such force that it knocked back the head of the great monstrosity, further scarring the left side of his face with the cracked optic. Enraged, the horned transformer turned to regard Ultra Magnus, his one good optic glowing like a dwarf star. But the Autobot held his ground, charging up another blast. And when Unicron fired a beam of pure energy at him, he responded in kind, the two clashing in mid-air high above the skyline of Detroit.

It was only a matter of time before Unicron's power began to win out. No single Autobot could stand up to it, not even the Magnus with his mighty weapon.

Defeated, Ultra Magnus did the only thing he could. Grabbing up the Magnus Hammer, he hurled it as hard as he could and as far as he could away from himself before the optic blast hit. He was expendable, but the Hammer was a symbol of Autobot authority. The next generation would have need of it. And for the last few clicks of his existence, he could finally stop shouldering the name that was Ultra Magnus and remember who he had been before the Decepticon Uprising. Before the Great War.

When he had just been a humble dock worker named Dion.

A weary smiled graced his face as the energy blast hit, and his optics drifted closed. The Supreme Five Gear Autobot General was obliterated in seconds. He never felt a thing.

* * *

**Inside of Unicron**

Out of the shadows stepped a ghost from the past, a face that had haunted Sentinel's nightmares for stellar cycles. Elita-1, his Autobot Academy colleague. His friend. And along with Optimus, the only real friend he had ever had.

"But... you went off-line... no... you changed into..." he remembered, lifting up his energon lance. This was some sort of trick.

She started to reply, but the entire tunnel seemed to shift suddenly, violently, throwing both of them off-balance. They realized all too late they weren't in a tunnel proper, they were in a shute. Sentinel gave a yell as he suddenly pitched to and fro like one of those silly human contraptions. A roller coaster, he think he'd heard Jazz call it. Elita-1 came tunneling down behind him, neither one of them able to hold on.

The shute ended abruptly, but fortunately Sentinel had enough foresight to raise his spare energon lance and dig it into the side of the wall before he pitched over the side. Which was a good thing because the shute ended about half a mile up. And if the fall didn't turn him into so much iron goo, below was far worse. A veritable cauldron of some sort of greenish-purple liquid, bubbling and churning with a great heat. Rocks and other precious minerals and metals came pouring down in great chunks, fed by the drill arm of Unicron as it bored deeper into the surface of the Earth.

There was no doubt about it, he was in the belly of the beast. Unicron's stomach.

A scream from above reminded him he wasn't alone in his mortal peril, and he glanced up in time to see Elita-1 come flying out of the shute. Unlike him, she didn't have any kind of hook or spike to catch her fall. She'd go tumbling down straight into the juices below and in all likelihood wouldn't last more than a nanoclick.

A servo lashed out and grabbed a hold of hers, fingers digging in as he halted her fall, but only barely. His own grip strained, and his lance almost pulled loose, but some miracle, they held together.

Dangling below, Elita peered up at him solemnly. Despite the threat to spark and servo, she looked almost bored. She wasn't even hanging on, his was the only thing keeping her from falling to her doom.

"Just drop me," she whispered.

"No!" he shouted down at her. Then immediately regretted it because his grip slipped a little more.

His denial roused her to anger. "Sentinel, let go! I'm not worth it! I got what I wanted just let me go off-line! No sense in you dying too!"

"NO!" he grunted, trying vainly to pull her back up. "Not... this... time...!"

Another shudder nearly shook them both loose, and sent Elita swinging. Sentinel grimly held on, though both of his grips was becoming tenacious at best. Realizing the swinging could prove advantageous, he went with it, and pushed Elita up and onto the narrow opening, telling her to grab his lance and hold on. And despite herself, she did.

"Sentinel..."

"Save it," he replied, grimly trying to pull himself up next. "We'll discuss it after..."

Another roar, and the place shook again, and his grip weakened. Just gotta hold on a little longer, just gotta...

He slipped.

For a nanoclick time seemed to slow, stretching out to decacycles. Sentinel Prime could see Elita-1's expression, shifting from relief to surprise to horror. She screamed his name, calling out for him, reaching for him, but they both knew it was far too late as gravity seized him in its merciless grip and pulled him down. He raised his hand, but not to reach for hers. In a Autobot Academy salute, as he'd been programmed. She and Sentinel and even Optimus had often exchanged them in a mocking, almost playful manner amongst one another, teasing each other that they'd all someday be Magnus. But this one was sincere. He was telling her to live. To continue on. And as he plummeted in free fall towards the churning, deadly chemicals below, he could see her above, holding onto his lance, safe and sound. He'd saved her.

_Ha. Finally beat you at something, Optimus_, he thought with a smile, just before his body hit.

* * *

**The Field of Battle**

Nearing victory, Unicron was flushed with estacsy, he barely felt the pinprick attacks of his attackers, now far less numerous. He only felt the hunger being sated as his core reached the center of Earth. In a few more minutes, he would have it sucked dry.

* * *

**The Heart of Unicron**

"Jazz, this isn't working!" shouted Prime, as he held up the All-Spark, weaving it back and forth, doing everything short of smashing it against the walls to try and activate it. And then he even tried that. Try as he would, it remained inert. It was little better than a burnt out flashlight the way he waved it around.

"But you gotta know what to do, O.P. Prowl said you'd save us all with the All-Sparks power!" he cried out as he smashed another tentacle with his nunchucku.

Optimus grit his teeth. "He wasn't specific on how, was he?"

"He just said it'd... wait..." Something clicked.

"_From humble origins, from the ranks of the Autobots, one brave hero will emerge to unite two worlds. And utilize the power of the All-Spark... to light our darkest hour_."

"Two worlds..."

* * *

**Autobot Base, Detroit**

Almost a year ago.

Sari sat up, stretching out a hand, letting her fingers slid apart and back together, now with much greater control than her first time in Sumdac Tower.

"So what am I?" she asked. "Am I robot or girl?"

"Both," replied Ratchet, confused by his own readouts.

"And neither," replied Professor Sumdac.

"You appear to be... something _more_," added Prowl from his place on the sidelines.

Isaac chose this moment to gently embrace his confused, frightened, suddenly teenaged daughter. "Oh Sari... you may be the best of both worlds, but to me, you will always be my daughter."

"Thanks dad."

* * *

**The Heart of Unicron**

"Sari! Sari's the key! Sari's the one!"

Jazz was not the only one shocked at Optimus' declaration.

"I'm what?" asked Sari, stunned.

"She's what?" asked Isaac.

And yet, part of her recognized the truth of his words. The prophecy struck a cord deep within her. Two worlds was not Earth and Cybertron. Nor was it Autobot and Decepticon. It was the biological and the technological. It was machine and human. It was techno-organic. She was the one. She had united two worlds within herself. That was why she had been in Sumdac's lab the day she was "sparked/born." That was why the All-Spark had chosen her to wield its Key. That was why she had been given a fraction of its power.

Her entire life had been preparing her for this moment. And she knew it.

Hesitantly, she stepped forward, even as Prime turned back to her and with the utmost tenderness, handed to her the All-Spark. Although it was still nearly as big as she was, she held it effortlessly, as if it was as light as a feather. As they all watched in awe, the container they had fashioned to hold it seemed to dissolve away in the suddenly flaring light of the All-Spark, and it began to transform, shifting its crystaline dimensions to a smaller, more delicate size. It fit like a tiny star in Sari's delicate hands.

Energy began to wash over Sari, as her eyes glowed an intense cerulean, all but bathing the area. Her pupils had all but vanished in the haze of light. "This is what I was created for," she said in sudden realization. Her protoform origins. Her father's touch bringing her to life. Her meeting with and subsequent adventures with the Autobots. Every lesson she had learned at their hands.

Optimus' humility.

Bumblebee's courage.

Bulkhead's kindness.

Ratchet's wisdom.

Prowl's discipline.

"Everything in my life... has been preparing me for this moment."

"Sari!" cried out Bumblebee. Ratchet held him back. But his call seemed to awaken Sari Sumdac to the fact that her friends were still here. Still in danger.

"Get out," she said simply. Though her voice was soft, the tone brooking no argument. It resonated with the pure power of the All-Spark itself. "It's time."

Waves of brilliant energy began to expand from the All-Spark in her hands, growing stronger and stronger. Above them, Unicron shuddered, and a deep roar emanated from high above. He was in pain. The All-Spark hurt him. Unicron was the killer of life, the destroyer of all things. The bringer of life, the giver of life, the All-Spark, was his anti-thesis. His kryptonite. And it had just been brought into the very heart of him. To his spark himself.

Prime turned to the others. "You heard her, roll out! Go go!"

Transformers effortlessly slid into vehicles and rubber was burned as they high-tailed it out of the chamber. Jazz grabbed a hold of Professor Sumdac, tossing him into his drivers seat as he took off. Bumblebee, however, had wrenched free of Ratchet and remained, watching in awe the tiny little techno-organic who was saving them all.

"Bee... go," she pleaded.

He shook his head, and stepped closer. She was doing that leaking thing again, but he wasn't going to let her get her way. Not this time.

"I'm not leaving you, Sari."

She shuddered, the power and the emotions coursing through her nearly throwing her off-balance. Bumblebee was there then, the yellow mech throwing his arms around her, to support her. She leaned into the cool metal, drawing strength from it. From him.

"I love you, Bumblebee," she whispered, barely audible. He heard it anyway.

Then Sari narrowed her eyes angrily up at Unicron. Power surged throughout her, and she grit her teeth and lowered her head. Tears streaked down along her cheeks.

"**Hungry**?" she roared, her voice echoing with pure power. Her eyes opened, flashing brilliant white.

"**Chew on this**!"

* * *

**Earth, Detroit**

Unicron roared in pain as energy seemed to erupt from his body, a burst of light tearing through his chest. His broken arm clamped over it to cover the power coursing free of his form, but another split his back, and still another his side, nearly tearing him in half. He stood to his full height, his head lost in the clouds as he roared in defiance. In agony.

"**NO! I AM UNICRON! MY DESTINY! NNNNNOOOOOOOooooooooaaaaaaaaaaaaauuuuuuuuuuuuggggh! MY DES-TIN-EEEEEYY!**"

Building slowly, the energy erupted in a single burst, and Unicron exploded, his body torn apart by an energy and power unparalleled in this universe. Fragments of his gray and orange form were sent in countless directions form miles on end. Most burned up before they impacted, though several hit Lake Erie. His head was catapulted with such velocity it broke free of Earth's atmosphere and, narrowly missing the moon, went tumbling out of control into space.

Far below, the humans, Autobots, and Decepticons gathered at the battle lowered their arms and servos from their shielded eyes and optics, daring to look again. Their enemy was defeated. The few remaining spider-bots had either been destroyed or lost power when Unicron was defeated, and fell lifeless onto the ground. A cheer went up. Victory was theirs.

Optimus and his crew had managed to clear Unicron with seconds to spare before the blast had hit, and even managed to pick up some unusual passengers on the way. Elita and Lockdown had been stasis-cuffed by the Autobots and was given a wide berth to one side, one unresponsive, the other unconscious. They would have to get them to the Space Bridge for transport back to Cybertron and the Stockade.

In the midst of it all, they stood on the edge of the devastation, turning back to look at the empty sky, searching for a sign of Sari and Bumblebee. But deep in their sparks, they knew she at least was gone. Her sacrifice had meant their survival. She had saved them all. One little girl from Detroit had wielded the All-Spark to save two worlds and countless peoples.

No, wait, there!

A yellow mech trudged slowly across the broken wasteland, holding in his arms the gray, lifeless body of the techno-organic who had saved them all. In death, Sari had followed her protoform roots, and all color had been washed away from her crimson locks, her tan clothes, her dark skin. None-the-less, she still wore a faint smile on her face, completely at peace. Bumblebee solemnly laid her on the ground as he kneeled in the wreckage. He explained how the energy of the All-Spark had shielded them both, even as she poured herself into it. Professor Sumdac sank to his knees, unshed tears in his eyes as he beheld his daughter.

A dull clang came, and Optimus Prime glanced over his shoulder, none-too-surprised to see Megatron there, along with some of his Decepticon warriors, though far fewer than before. Blitzwing was still intact, and they could see Shockwave had rejoined their ranks. Even the Decepticon General had his fair share of damage, his helmet was dented, his body covered in cracks. He looked almost as bad as the day they had clashed over Detroit. For a moment the two war-weary soldiers regarded one another quietly, and Megatron took another measured step towards his Autobot rival, stepping within striking distance. Ratchet and Bulkhead backed up, weapons at the ready, but Optimus Prime waved their concerns aside, allowing his face mask to slid back and out of view. He was tired from all the fighting. And he hoped Megatron was too.

Megatron and Optimus Prime regarded one another quietly.

"So... do we finish what we started, Megatron?"

Megatron held up his servo, but not in a clenched fist, but with palm open. "There will be no more war today," he stated. Optimus Prime, holding a similar view, took his hand in his, and they shook in a sign of mutual respect. "You have earned Megatron's respect... Optimus Prime."

Nodding, the two quickly released servos, and Megatron turned back to his remaining subordinates. "Transform and rise up... it is time we were going," he said, his vocalize tired. The gathered Decepticons quickly assumed vehicle mode, flyers picking up their non-flying comrades for transport to the Dark Syde.

The gray warrior paused as his subordinates took flight, speaking over his shoulder at the Autobots. "However... this changes nothing between our respective factions. The Decepticons_ will_ claim Cybertron. Some day. This... changes... nothing," he added darkly, threateningly, as he also slid into vehicular mode and began to rise up in the form of the tilt-rotor shape he had adopted on Earth.

Despite himself, Optimus Prime smiled. "Wouldn't have it any other way."

* * *

**Authors Notes**

Ultra Magnus' origins as a humble dock worker named Dion are G1 inspired, obviously (we never did find out what happened to Dion, after all, although many fans think he later became Ultra Magnus) and frankly, his name being just 'Ultra' sounds silly, since we know 'Magnus' is a title. And don't forget the epilogue, coming soon.


	13. Loose Ends

**Office of the Cybertronian Magnus**

With a weary sigh, Optimus set aside another datatrack and picked up his next pad to peruse it. Energon requests to Autobot forces on the fringes of their territory who had lost their regular supplies in an ion storm. Barely glancing over the data, he signed it and pass it along to his aide, then began on his next set of tasks, which included some intel on dissent causing factions from Blurr Prime. Some of the older Autobot regime were growing more and more upset with the changes the new Magnus was implementing.

His list of tasks just seemed to keep growing every single passing orbital cycle.

This was certainly not the life he'd envisioned when he'd been studying at Autobot Academy, he mused. Being Magnus was a terrible burden for anyone to bear. The fact that it was now him only served as a reminder that life had a very strong sense of irony. Him, captain of a group of technicians, a wash-out and a traitor, and now, per the directions of the previous Magnus and the unanimous vote of the Autobot High Council, Optimus Magnus. The Head of all of Cybertron's Military. And something of a legend, or so he was told. One of the few Autobots to ever go servo-to-servo with Megatron and win. One of the few Transformers to enter the great destroyer Unicron and survive.

He shook his head and picked up another report, and frowned faintly at the sight of it.

Turning his chair, he initiated a subspace link to one of his remote ships serving in the sector mentioned. The Axalon.

A yellow Autobot came on-screen almost immediately. "Bumblebee Prime here, sir," reported his former crewmate with a crisp salute. Optimus Magnus returned it wearily so his subordinate could stand down and relax a little.

"Good to hear from you Bumblebee Prime. Anything I should know?"

Bumblebee looked nervously left and right for a moment, old habits coming into play. "Look if this is about that course diversion I took through an asteroid field to save time... I swear those marks on the Axalon will buff right out..."

A smiled touched the face of Optimus. If that was the worse Bumblebee had for him things were fine. "Nevermind that. I've got a mission for you."

"You name it boss-bot, I'm all over it."

Optimus double-checked his report to make sure everything was in order. "Got a communiqué from Nexus Zero that the local star is flaring up. Your ship is to divert and give the Vok some relief if they need it. They may have to abandon planet, but let's hope it doesn't come to that."

"Roger Magnus," replied Bumblee with another salute. He then turned to his unseen crew. "Alright you guys, let's get this circus rollin'! Maximum burn! We'll show the galaxy this is the fastest hunk of junk Cyebrtron's ever...!" The communication abruptly ended, no doubt one of Bumblebee's subordinates cutting him off before he could embarrass himself further in front of the Magnus.

Shaking his head, Optimus sometimes wondered if he'd ever been that fresh out of the factory. Probably, he decided.

But Bumblebee was a natural leader, despite more than a few quirks to his programming. It wasn't just his friendship with the new Magnus that had landed him the job. He had matured a great deal since his time on Earth, and the Autobot needed someone like him as a Prime.

Deciding to stretch his stabilizing servos, Optimus took a glance around his new office as he paced a moment, letting sensation return to his chassis. The Magnus Hammer hung in a ceremonial position on the far wall, lit up by the nighttime skyline visible through the back window. Below it hung his own axe, and beside that an energy lance that he kept as a momento of Sentinel Prime, who in many ways still served as an inspiration to him (though frequently in many ways what not to be as Magnus). Below that, a few more trophies and keepsakes from his time on Earth, including the stuffed spider Sari had once made as a Halloween decoration, and even a picture of his old crew from Earth, including Jazz, Sari and Arcee amongst the original Five. A rotating hologram of Sari Sumdac in her teenaged years was lit up beside it. A reminder of what they had lost.

Smiling and a little clearer of processor, he sat himself back at the desk of the Magnus, and began working on his next round of datatracks, hoping to clear out enough by at least the afternoon so he could catch a quick statis nap before his visit to the university. He wanted to see how the next generation of Autobots was coming along. And then he had to make sure all thirteen of the Primes under his roster were working on a project, he had to keep them busy or they tended to do reckless things. Thirteen wasn't a number of his own choosing, of course, but it was Autobot tradition ever since the Great War began. Still, so far, it had worked, so he could hardly fault the system.

* * *

**Space Bridge Network Nexus**

Now that the Decepticon menace had largely been crushed, the Cybertronian High Council had seen fit to re-open their network of Space Bridges and again establish close contact with their more remote ships and colonies. With Optimus Prime and much of his crew now in much more needed positions, a new crew of Autobots had been brought in to handle their construction and repair. And put under the care of the most knowledgeable expert on tranwarp energies since their discovery by Nova Prime almost six million stellar cycles ago.

The crew were down below in one of the pits, half-drunk on imported high-grade oil, but Bulkhead had sworn off the stuff. Reminded him too much of his old Earth buddies the Constructicons. Plus, he was determined to be a good role model for the mechs under his command, just like Optimus had been for him. So instead here he sat in the nexus of the Space Bridge Network and went over his notes. For some reason the pulsing the blue energies of functioning Space Bridges seemed to relax him. Sari had once said it was like a calming pool of water.

Something about his latest report didn't seem quite right, however, and he puzzled over a good minute or two, ignoring the passing of fellow mechs and femmes from the far corners of the Galaxy.

Then it came to him. Someone had substituted tironium for cybertitanium in the latest construction. Probably Rattletrap. That guy was _always_ unreliable.

Grumbling to himself how anyone could be so half-processored to try a configuration like that, he reflected on his former teammates. They were all big shots, some of them in the new Autobot Government, some still fighting on the front lines, and here he was, still working on the Space Bridges like he always had.

All his life, this is all he had ever wanted. A nice simple job, some routine, and peace and quiet. Something he was good at, even.

He could not be happier.

* * *

**Yoketron Dojo of Cyber-Ninjutsu**

"Again."

Jazz smiled, arms folded before him, as his students went through the motions of their Circuit-Su, performing the high kicks and punches of this particular kata. Each one moved like a well-tuned machine, each student making devastating, harsh motions that would cut down their enemies, had any been present. And each did so with the grace of a well-oiled machine, no movement wasted, no effort without gain.

One student, however, was struggling with the current form, and Jazz glanced at this one student, focusing an optic on him as he called out for his students to perform the kata again.

Black finish lined in gold, broken here and there with gray. This student he knew well. It was the protoform offspring of Ratchet and Arcee. Following the Battle of Earth, the two had settled down as a family and sparked, giving birth to this young mech. And it seemed, given new life to an old friend of Jazz. Because he looked, and sounded, and even acted sometimes, almost exactly like Prowl used to. It seemed somehow he had downloaded himself into Arcee during the Battle of Earth, and when she and Ratchet had sparked, he'd downloaded again into the young protoform.

Somehow, his old comrade had escaped being off-line, and come back to them.

Jazz watched the kata finish but the younger Prowl stumbled, and he frowned again, bringing fist to servo and calling for his students attention. "Face me," he instructed. They did so. "Bow." They did, as he returned the gesture.

"Very good, you are all dismissed for the day. Return home. There will be another lesson tomorrow in the morning. 0600 stellar cycles."

"Yes, Master Jazz," his students intoned as one, and all discipline seemed to leave the young bots as they whooped and hollered and all but tore through the doors of the Dojo as they assumed vehicle mode and burned rubber. Jazz stretched out a hand, resting it on Prowl's shoulder, startling the younger student.

"Master Jazz?" he asked respectfully.

"Hang a bit longer, if you can Prowl," the white mech replied. When all of the other students had left, and the Dojo descended into silent, Jazz turned to his student. "I saw you were having some trouble with the Coiled Spring Kick attack. But that's a basic move."

"It's wrong," stated Prowl unexpectedly, causing Jazz to backpedal fast.

"Wrong?" he asked, a bit puzzled by the reply.

"Awkward," corrected the younger cyberninja immediately, perhaps remembering he was addressing a master. "When you follow through with the kata, the Coiled Spring Kick attack is acceptable, but it leaves one open to attack here," he said, tapping his side. "I know we have our arms up to protect that but it's not sturdy enough. It wouldn't stand up to a real attack."

Jazz considered this. "You think you got somethin' better?" he asked.

Prowl nodded in the affirmative.

"Show me," ordered Jazz, as he launched himself forward from a deceptively still stance and came flying at Prowl, launching kicks and punches in expert fashion. Prowl countered as he was instructed, utilizing the kata's form. When they reached the moment Prowl had indicated, Jazz struck forward and true, but his student expertly twisted back with a move he wasn't supposed to have learned yet and grasped Jazz's leg, turning his teacher around in seconds and hurling him against the far wall, where he impacted and sat stunned for a moment, peering up at his student in awe.

Prowl gave a smirk, a familiar half-smile of confidence that bordered on arrogance, and lifted up his servos.

"Again?"

* * *

**Iacon Mercy Hospital**

"Now let's review students," said Arcee as she escorted the young mechs and femmes with her into the hospital. She launched into a long lecture on how two Cybertronians would meet, fall in love, 'spark', and the resulting new spark would be placed inside of a protoform that was created at the Foundry. "And that's where protoforms come from. Then they're given schematics to scan which becomes their very first vehicle mode. Does anyone have any questions?"

A young mech in the back raised his hand. She nodded. "Yes, Cheetor?"

"What if something goes wrong? I mean like if a protoform is damaged or they don't fit right together? What happens to the spark?"

"To answer that, we have the Head of Diagnostics and Repairs Division, Ratchet," she said, indicating the older medabot as he wheeled his way in and transformed before them.

"When it comes to repairing a Cybertronian, the spark takes first priority," replied Ratchet, having heard the question on his way in. "That's why during the war the first thing you check on when you come across a damaged bot is their spark. Anything else can be fixed in due time... generally."

One of the femmes in the back spoke up. "But what if you'd come across a Decepticon during the Great War instead of an Autobot? I mean, one that was very badly damaged?"

"That's a very good point, AirRazor," Arcee replied with a kindly smile, pleased her students were paying attention. "Well, Ratchet?"

The gruff medabot grimaced, folding his arms across his torso plate, but reluctantly managed to reply. "A Medabots first program should always be to preserve the spark. And whether we like it or not, Decepticons are Cybertronians the same as you or I. They have sparks just like we do. And yeah, during the Great War, I've had to treat Decepticons once or twice. And maybe sometimes it was a mistake. But I did it anyway. Because its the right thing to do."

A vigorous Q-and-A session followed, during white Ratchet was abandoned to his fate by Arcee, and subjected to a more vigorous interrogation by the young bots than was more intense than any battle he'd had during the Great War or its continuation on Earth. Finally, seeing he was about to start using language inappropriate for young minds, dutifully rescued him _and_ her young bots and dismissed them back to the lobby where their models were waiting for them. Red Alert would be overseeing the whole thing.

Leaving the two of them in relative peace and quiet for a few minutes.

Ratchet, however, was being gruff, arms crossed, looking away. He had no idea how endearing Arcee found it when he played at being the unfeeling old bot. She knew he wasn't half as bad as he pretended to be.

"Oh alright," she relented. "I'm sorry I abandoned you to a hopeless fight against bots barely into their first ten stellar cycles. You old softie," she added, punching him affectionately in the shoulder.

He finally managed a weak smile. "Alright I forgive you. This time. Speaking of young bots, however, which one of us is picking up lil' Prowl today from Jazz's Dojo?"

"I think it was your turn," she replied. "I got him last week."

"I was called in last week for some emergency, I couldn't get him then. Doesn't count."

She shrugged. "Let's put it this way then, the one who picks him up doesn't have to warm tonight's oil."

"... so do you need me to pick up anything on the way back with Prowl?" he asked, without even a pause.

The pink femme smiled and rewarded his good answer with a peck on his cheek. "That's alright sparkling," she teased. "Just hurry home. I'll see you there."

* * *

**The Nemesis, Earth's Moon**

"Well isn't this just brilliant?"

Starscream closed his eyes and tried to will the talking to stop.

"Fight on the front line, he says, prove yourself worthy of my command, he says...!"

_Shut up shut up shut up shut up_.

"And then there's you! Mr. I've-Got-A-Plan-Everything-Will-Be-Alright!"

_Maybe if I concentrate hard enough she'll go away_, he thought desperately.

"You... slaggin'... IDIOT!"

"WILL YOU SHUT UP, WOMAN?" he said, finally standing up and throwing a hunk of debris at her. She dodged easily, considering it was a low gravity environment, and took his attack personally, throwing herself forward to slap him across his faceplate. He went tumbling end over end to crash down at the far end of the empty shell of a room.

Tossing of junk weighing only a fraction of what it would be on Earth, Starscream snapped his head back into place and glared angrily at his only remaining clone. After the Battle with Unicron, only one had survived in addition to himself. Fittingly, it was the most capable model, the femme named Slipstream. But they had both been grievously injured. When Megatron and the others had piled into the Darksyde to escape Cybertronian authorities and return to the Decepticon front line, they had reached a quandary over weight issues.

The Dark Syde had not been designed to hold so many. They had needed a way to lighten the burden.

And so as they left Earth's orbit, both Starscream and Slipstream had been dumped like so much refuse.

Now they were stuck on the moon. Sure, both of them could've travelled through space in their harrier jet modes, but only for short distances. And even if they could, where would they go? Sure, they had managed to make makeshift repairs to one another, but that was about all. They couldn't even construct another ship out of the gutted remains of the Nemsis. There was nothing left to grab on Earth except a Space Bridge guarded twenty-four seven by Elite Guard.

"This is all Megatron's fault," spat Starscream, brushing dust from his wing struts. "Time and time again he has humiliated me...!"

"Us!"

"... us! And prevented my rightful ascension to the place as the one true leader of the Decepticons. I will never forgive him for this!"

His servoes clenched tight enough for the metal to creak dangerously, his red optics glowing with rage. "And I will have my revenge on him if it is the last thing I do!"

* * *

**The Stockade, Level Two**

Level Two of the Stockade contained those who, in theory at least, bore some small hope of redemption. But only after a few millennia of proper and careful rehabilitation into Autobot society. And maybe that was what some of its occupants were working towards, paying off their debts to society. But not Black Arachnia. She had said too much, done too much, had too much done to her, to be anything other than what she was. She would sooner off-line than change herself now.

She had gotten rid of her organic half. She was whole once more. Anything else... _every_thing else... didn't matter.

There came a light rapping at the doorway, and she glanced up curiously as the door slid up, revealing one of the guards. A frown instantly came to her as she remembered this one. The silver mech stepped into the doorway, but never into her cell proper without invitation. He said it was rude to do such, despite the fact that guards could come and go whenever they pleased. In his hand he had a tray with some energon and a small cup of oil, no doubt her meal for the day.

She scowled, determined to be unpleasant. "Take it away," she spat.

"My lady," he replied with the utmost courtesy. "This will be the only meal of the day. You require nourishment..."

"I SAID TAKE IT AWAY!" she screeched at him angrily.

Her cringed, looking like a dog that had been kicked by its master. "My Lady..."

"And stop calling me that!"

He hesitated, grimacing faintly, then tried again. "Elita-1..."

"Bzzt! Wrong answer," she growled at him, taking a perverted delight in needling him. "The correct answer is Black Arachnia. Elita-1 went off-line over a million stellar-cycles ago."

He did not reply to that, nor did he use her chosen monicker, but instead refocused on the task at hand. "Perhaps you will change your mind later," he said courteously, and gently set the tray down inside of the doorway, well out of her way.

Damnit all, why did he have to be so damn _nice_? She was so used to being hated or feared or ignored she had no idea how to react to someone being nice. The Decepticons had never been nice to her. And even though she'd been restored the new Magnus had never visited. Pit, even her sister femmes Elita-2 and Elita-3 had never come to visit her. The guards interest wasn't even lustful, like the Dinobots had. While it was clear he was attracted to her, deep down, he never let it dictate his actions. At least, not enough to override his sense of duty.

He just, really was, that damn _nice_.

"Hey kid... what's your name?" she asked, just before he left.

He finally smiled, albeit faintly. "Silverbolt, my lady," he replied. Then, with a courtly bow, he stepped out of the cell and let the door seal closed once more.

Maybe things _could_ change, she mused.

* * *

**Decepticon Outpost, Planet Thrull**

If ever the Pit truly existed, Megatron mused, it was somewhere on Thrull.

Thrull was just about one of the most inhospitable planets in the whole of the universe, be it to cybertronian or organic life. Covered in pools of lava plasma and wracked by periodic ion storms, it was about as far from a paradise as you could get. Yet it also had an eerie, savage beauty to its blood-red landscape. One that certain Decepticons found they could find time to appreciate now and again. Such was what Megatron did now, standing by the entrance to the underground bunker, watching quietly as another plasma pool erupted off in the distance.

The Decepticons had been badly decimated in their battle against Unicron, but Megatron was not worried. Some time would need to pass before they were yet ready to continue their war, but it would be time well spend. They would gather their strength, pool their resources. And when the time was ready, they would strike with a fury that Cybertron had never witnessed. Their new leader, Optimus Maguns, was a credible threat and a true warrior that even Megatron could respect, but he was but one Autobot. The rest were pacifistic and would grow soft and complacent over time. Cybertron would grow weak.

And then, at long last, they would reclaim what was rightfully theirs.

Turning from the visage of destruction before him, Megatron turned on his heel and marched back down into the bunker, the doors sealing behind him. His metal feet echoed ominously as he made his way deeper, finally emerging into the center, wherein his troops instantly came to attention, servos at their sides, optics forward.

"Report," he rumbled.

Soundwave took a quick glance back at the station from where he and Shockwave had been monitoring communications. "_Autobot activity normal levels. Nothing out of place_," intoned the stockier blue Decepticon, while his taller counterpart nodded in confirmation.

Blitzwing then stepped forward with a chart he consulted. "Ve have juzt about five kilos of energon, vhich should last us until ze next three solar cycles pass..." Faces blurred. "Ve should roast them over ze plasma pits and tell scary stories! That would be so much fun...!"

Ignoring his rantings now that the Random Blitzwing was in charge, Megatron turned to his remaining Decepticons. Strika stepped forward, delivering a report on the more remote teams of Decepticons, who were scouring the galaxy for a more suitable outpost to use, as well as a infiltrator he had left behind on Earth in disguise, on the off-chance the Autobots ever decided to revisit the planet. Soundwave's "pets" were proving to be very useful in the art of espionage. Oil Slick added a report that the Dark Syde was still broken down, and would be of little use to them until he could retrieve the parts to repair it. They were going to be stuck on Thrull for a while longer, it appeared. Cyclonus was out on patrol, but it was doubtful he would report anything new.

Through it all, Megatron nodded, arms folded across his chestplate, optics half-closed. He listened, drawing in information, and began to process it. Formulating plans and preparing strategies. All for the glorious Decepticon cause.

Always for the Decepticon cause.

* * *

**A Remote, Far Off Planet**

Hundreds of thousands of primitive humanoids prostrated themselves at the base of the mountain.

Symbols had been cut into the rocks for generations. Most prominently amongst them, the image of a giant insect head. This was the faith, the entire religion, of the planet of apes. Thus, when a great green insect had descended amongst them, they had come to the only logical conclusion their tiny little brains could come to.

A throne had been erected, and several of the younger females were waving fans.

The green techno-organic bug gave a great sigh of relief, as if all of his burdens and troubles had been completely deleted from his processor. Bumblebot, Sargebot, the Stockade, Spider-Lady... it was all gone now. Just a bad dream.

"Ahhh... Wazzpinator happy at lazzt."

* * *

**New Chamber of the All-Spark, Cybertron**

The doors slid open, and Alpha Trion entered the chamber where the All-Spark lay quietly in its casing once again, a tiny star lighting up the room and casting its brilliant glow over the images lining the walls. Images from the great war. Of heroes and villains long gone and forgotten: Galvatron and the Fallen. Nova Prime and Omega Supreme. Of new heroes: Optimus Prime and Megatron. Ultra Magnus and Sari Sumdac. The walls told without words the history of Cybertron.

The current chamber had been recently refurbished for its purposes. After Jazz and Arcee had so easily claimed the All-Spark (albeit for a good cause) the eldest Autobot on-line had taken it upon himself to find a new place to house it. And a new guardian.

"Omega Supreme?" he spoke aloud, addressing the room itself.

"Yes?" rumbled the deep reply, seemingly coming from everywhere.

"Can you open a signal to Optimus Magnus?"

The vid screen lit up, as Alpha Trion moved to stand before it. The Supreme Commander of the Autobot forces offered him a salute as he did so, which he waved away with a bemused grin.

"Magnus, we're ready to go."

"Understood," replied Optimus. "Just remember to send that coded signal every fifteen stellar cycles and..."

Alpha Trion again waved down his concerns. "Yes yes I know. Coded transmissions every fifteen stellar cycles to check in, and the special frequency if you're needed. Or we're needed," he added, patting the All-Spark at his side. "I have my orders."

"Would that it could be any other way, Alpha Trion, but the All-Spark is..."

"... too dangerous to be left on Cybertron. Yes I agree. And so are we," he added, indicating his new ship.

"I do not want to fight anymore," added Omega Supreme.

Optimus nodded through the viewscreen. "Then Primus speed to you both. We'll be here," he added with another salute.

Cutting communications, Alpha Trion gave the order to undertake transwarp. Where? Anywhere they liked. And somewhere far away from Cybertron and its wars. Someday the planet would be ready to receive the All-Spark again, but he, the Council, and Optimus Magnus had all agreed. They weren't ready for that day just yet.

* * *

**The Stockade, Level One**

The Stockade was a quiet place these days. Since the jail break involving Megatron's lieutenants most of the prisoners had been released to take part in the Battle of Earth against Unicron. Few had been rounded up, since most escaped after the battle and were still at large across the galaxy. And most of the Autobots on the upper levels had been released on various pardons and deals, put back into Cybertron society to help replenish its ranks and rebuild. So the Stockade, once a place feared by many, was now becoming so much scrap, housing just a few where once it had held many.

Rodimus Prime hardly complained, of course. If his time as warden was peaceful then so be it.

One bot stood off on the sidelines, refusing to participate in the rough-housing and positioning of the grunt mechs, refusing to take part in the card games over energon. He just sat in the corner, optics set in glare-mode, as if daring anyone to come near him. Guards did so only in great numbers and with greater reluctance.

But today, his gaze shifted just a little, as a Decepticon prisoner stepped past him. One of the new generation. A blue-faced mech with dull bronze and brown armor, and a mouthful of sharp teeth. This one actually caught Lockdown's eye. And not in a good way.

"Say... that's a nice helmet," he said in an almost friendly tone of voice. One undercut by the rather eerie grin Lockdown was giving.

* * *

**Detroit, Earth**

The city was a mess. This was hardly a shock to the inhabitants of Detroit, following every major Cybertronian battle the city was usually left in shambles, and this time was no different. So they squared their shoulders and did their jobs and began to rebuild.

In this matter they were aided by one of the only surviving Cybertronians still on Earth, the cheerful garbage bot Wreck-Gar. Every day without fail (except Thursdays) he would come strolling along to another section of the city, transform, and begin to guzzle up the garbage littering the streets. Broken concrete and smashed Cybertronian transformers parts and even bits and pieces of Unicron that had escaped disintegration. Cheerfully tossed into the pack on his back. Where the garbage went, no one ever found out. And no one ever cared enough to asked.

He sang while he worked. "... black is white, up is down and short is long..."

His cheerful singing continued on well into the evening. Still so much garbage to clean up. Wreck-Gar wasn't a perfect hero, even he acknowledged this. But if there was one thing Wreck-Gar knew, it was how to clean up afterwards. Something lots of other heroes weren't very good at, he noticed.

As he cheerfully went on his way, he happened to pass by the park, picking up various litter left behind by the humans of the city. And as he did, he caught sight of a new image, recently erected, dead center of the park. A stone statue of a teenaged girl, flashing a V for Victory sign one one hand, the other resting on her hip, and a smile on her face. Below read the caption: Sari Sumdac, The Very Best of Both Worlds. Below was a list of all the others who had perished in the now infamous Battle of Detroit, separated into two equal lines, Cybertronians and Humans. Each given equal priority underneath her name.

As Wreck-Gar rolled along, another passerby came along to pay his respects. Recognizable instantly in his pale green labcoat, but now sporting a few more streaks of white hair, Professor Isaac Sumdac was a changed man. He had been kidnapped, terrified, threatened with dead, and lost his precious daughter, and all within the same week. It was no wonder he was such a wreck. In his hands, however, he carried a handful of flowers. They were an experimental, artifical sort he was working on. Technically, they were techno-organic.

Just like she had been.

"Thank you, Sari. You gave me more in these past few years that you could ever know," he intoned quietly, setting the flowers down before her statue. He then quietly stood back up, wincing at the creak of old bones, and made his way back to Sumdac Tower to address the latest attempted takeover of Powell Industries.

* * *

**Deep Space**

In the depths of space floated the head of Unicron, battered, broken, dented. All that remained of his physical form now that he had been destroyed by the All-Spark and the Techno-Organic Sari Sumdac. After millenia, the cycle had come full circle. Unicron's hunger and destruction had proved his undoing. He had met his nemesis. And it had ended at long last.

As he floated past a dark nebula, his one good optic glinted briefly red. Passing starlight? Or was there just a hint of malevolence still lurking within his otherwise inert cranium?

* * *

**Author's Notes**

And that's a wrap. And no, no plans for a sequel.


End file.
